-----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, Lk07b70gna5lYebO97iVCGjBhWpnJuro95OPFkuJzpc0BETPOm9HmSYx/BbV8crv fhMz2lg3AQyuLxiYz1h7fw== 0000950123-98-011018.txt : 19990101 0000950123-98-011018.hdr.sgml : 19990101 ACCESSION NUMBER: 0000950123-98-011018 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE 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: 35-CERT SEC ACT: SEC FILE NUMBER: 070-09317 FILM NUMBER: 98779836 BUSINESS ADDRESS: STREET 1: 244 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523110 MAIL ADDRESS: STREET 1: P O BOX 2568 CITY: MADISON STATE: WI ZIP: 53701-2568 FORMER COMPANY: FORMER CONFORMED NAME: WPL HOLDINGS INC DATE OF NAME CHANGE: 19920703 35-CERT 1 INTERSTATE ENERGY CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------- In the Matter of : Interstate Energy Corporation et al. : CERTIFICATE : File No. 70-9317 : OF : : NOTIFICATION (Public Utility Holding Company Act of 1935): - ------------------------------------------- : Interstate Energy Corporation ("IEC"), a Wisconsin corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended, hereby certifies the matters set forth below. Capitalized terms used herein without definition have the meanings ascribed to them in the Declaration, as defined below. 1. On June 16, 1998, IEC filed a Form U-1 Declaration (the "Declaration") with the Securities and Exchange Commission (the "Commission") in this File No. 70-9317. On October 15, 1998, IEC and the other proposed participants in the money pools filed an amendment to the Declaration. On December 17, 1998, IEC, Wisconsin Power & Light Company and Alliant Services Company filed a final amendment to the Declaration. As amended, the Declaration sought authorization for (i) IEC to issue notes and/or commercial paper and enter into certain guarantees, (ii) IEC and Alliant Industries, Inc. ("Alliant") to make certain capital contributions, (iii) the subsidiaries of IEC, including Alliant Services Company to incur short-term borrowings and (iv) IEC and its subsidiaries, including Alliant, to establish and utilize a system of separate money pool s to coordinate and provide for the short-term cash requirements of the applicants. 2 2. By Notice dated November 2, 1998, in Commission Release No. 35-26935, the Commission issued public notice of the Declaration. 3. On December 18, 1998 the Commission issued an order in Commission Release No. 35-26956, permitting the Declaration to become effective forthwith. 4. On December 18, 1998, IEC renewed its $150,000,000, 364-day bank credit facility which is used to back up its commercial paper. On December 21, in accordance with the order of the Commission authorizing the Utility Money Pool, Interstate Power Company and IES Utilities loaned $1,268,217.56 and $1,092,999.76, respectively, to the Utility Money Pool, and the Utility Money Pool, in turn loaned $3,315,000 to Wisconsin Power and Light Company (collectively, the "Transactions"). 5. The above-described Transactions have been carried out in accordance with the terms and conditions of, and for the purposes recited herein and in the Declaration, and in accordance with the terms and conditions of the Commission's order dated December 18, 1998, permitting the Declaration to become effective. 7. Filed herewith is the exhibit set forth in the Exhibit Index attached. -2- 3 S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. December 31, 1998 Interstate Energy Corporation By: /s/ Edward M. Gleason ---------------------------------- Name: Edward M. Gleason Title: Treasurer Interstate Power Company By: /s/ Steven F. Price ---------------------------------- Name: Steven F. Price Title: Assistant Treasurer IES Utilities Inc. By: /s/ Steven F. Price ---------------------------------- Name: Steven F. Price Title: Assistant Treasurer Wisconsin Power & Light Company By: /s/ Steven F. Price ---------------------------------- Name: Steven F. Price Title: Assistant Treasurer -3- 4 EXHIBIT INDEX
Exhibit Number Exhibit - ------ ------- I-2 Final or "Past-Tense" Opinion of Counsel
EX-99.I.2 2 FINAL OR "PAST-TENSE" OPINION OF COUNSEL 1 EXHIBIT I-2 [MTHM LETTERHEAD] December 31, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Interstate Energy Corporation Form U-1 Declaration (File No. 70-9317) Ladies and Gentlemen: We refer to the Form U-1 Declaration, as amended (the "Declaration"), under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed with the Securities and Exchange Commission (the "Commission") by Interstate Energy Corporation ("IEC"), a Wisconsin corporation and a registered holding company under the Act, and certain of its subsidiaries, in File No. 70-9317; the order of the Commission dated December 18, 1998 (the "Order") granting the Declaration and permitting the Declaration to become effective; and the Certificate of Notification to be filed with the Commission by IEC with respect to the Declaration (the "Certificate of Notification"). The Declaration, Order and Certificate of Notification relate to the formation and funding of a money pool system through the issuance and sale of commercial paper and bank borrowings. Capitalized terms used in this letter without definition have the meanings ascribed to such terms in the Certificate of Notification. We have acted as special counsel for IEC in connection with the Declaration and, as such counsel, we are familiar with the corporate proceedings taken by IEC in connection with the Transactions. We have examined originals, or copies certified to our satisfaction, of such corporate records of IEC, certificates of public officials, certificates (including the Certificate of Notification) of officers and representatives of IEC, and other documents as we have deemed it necessary to examine as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied on certificates of officers of IEC, and other appropriate persons and statements contained in the Declaration and the exhibits thereto. The opinions expressed below in respect of the Transactions are subject to the following assumptions and conditions: 2 a. The Transactions shall have been duly authorized and approved to the extent required by the governing corporate documents and applicable state law by the Board of Directors of IEC. b. All required approvals, authorizations, consents, certificates, and orders of, and all filings and registrations with, all applicable federal and state commissions and regulatory authorities with respect to the Transactions (including the approval and authorization of the Commission under the Act) shall have been obtained or made, as the case may be, and remain in effect; the Commission shall have duly entered an appropriate order or orders granting and permitting the Declaration to become effective with respect to the Transactions as described in the Declaration; and the Transactions shall have been accomplished in accordance with all such approvals, authorizations, consents, certificates, orders, filings and registrations. c. No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed above. d. The consummation of the Transactions as described shall be conducted under our supervision and all legal matters incident thereto shall be satisfactory to us, including the receipt in satisfactory form of such opinions of other counsel qualified to practice in jurisdictions pertaining to the Transactions in which we are not admitted to practice, as we may deem appropriate. Based upon the foregoing, and subject to the assumptions and conditions set forth above, and having regard to legal considerations which we deem relevant, we are of the opinion that, in the event that the proposed Transactions are consummated in accordance with the Declaration: 1. The transactions described in the Certificate of Notification dated this date have been carried out in accordance with the provisions of the Declaration. 2. All state laws (other than the state securities or "blue sky" laws of various states as to which we express no opinion) applicable to the proposed Transactions have been or will be complied with. 3. The notes described in this Certificate of Notification are valid and binding obligations of the issuer in accordance with their terms. 4. The Declarants legally acquired the notes. 5. The consummation of the proposed Transactions will not violate the legal rights of the holders of any securities issued by any of the Declarant or any associate company thereof. -2- 3 We hereby consent to the use of this opinion as an exhibit to the Declaration. We do not assume or undertake any responsibility to advise you of changes in either fact or law which may come to our attention after the date hereof. Very truly yours, Milbank, Tweed, Hadley & McCloy -3- -----END PRIVACY-ENHANCED MESSAGE-----