Federal Register / Vol. 66, No. 35 / Wednesday, February 21, 2001 / Notices 11071

1 IPC’s operating revenues for the year ended

December 31, 1999 were $342,105,000, of which

Continued

Form SE is used by registrants to file

paper copies of exhibits that would be

difficult or impossible to submit

electronically. The information

contained in Form SE is used by the

Commission to identify paper copies of

exhibits and is filed by individuals,

companies or other for-profit

organizations that are required to file

electronically. It is estimated that 110

registrants file Form SE at an estimated

0.10 hours per response for a total

annual burden of 11 hours.

Form ID is used by companies to

apply for identification numbers and

passwords used in conjunction with the

EDGAR electronic filing system. The

information provided on Form ID is

essential to the security of the EDGAR

system. Form ID must be filed every

time a registrant or other person obtains

or changes an identification number.

The form is filed by individuals,

companies or other for-profit

organizations that are required to file

electronically. It is estimated that 7,000

registrants file Form ID at an estimated

0.15 hours per response for a total

annual burden of 1,050 hours.

Form ET is used by companies to

facilitate the transfer of information

submitted to the Commission on

magnetic tapes to the EDGAR system.

Form ET provides technical information

about the magnetic tape cartridge

contents and identifies a contact person

who can answer any questions about the

tape cartridge. Form ET must be filed

every time a filing is submitted to the

Commission on magnetic tape to

identify such filings. The form is filed

by individuals, companies or other forprofit organizations that are required to

file electronically. It is estimated that

120 registrants file Form ET at an

estimated 0.25 hours per response for a

total annual burden of 30 hours.

Form TH is used by registrants to

notify the Commission that an

electronic filer is relying on the

temporary hardship exemption for the

filing of a document in paper format

that would otherwise be required to file

electronically as prescribed by Rule

201(a) of Regulation S–T. The form must

be filed every time an electronic filer

experiences unanticipated technical

difficulties preventing the timely

preparation and submission of a

required electronic filing. It is estimated

that 15 registrants file Form TH at an

estimated 0.33 hours per response for a

total annual burden of 5 hours.

Written comments are invited on: (a)

Whether the proposed collection of

information is necessary for the proper

performance of the functions of the

agency, including whether the

information will have practical utility;

(b) the accuracy of the agency’s estimate

of the burden of the collection of

information; (c) ways to enhance the

quality, utility, and clarity of the

information collected; and (d) ways to

minimize the burden of the collection of

information on respondents, including

through the use of automated collection

techniques or other forms of information

technology. Consideration will be given

to comments and suggestions submitted

in writing within 60 days of this

publication.

Please direct your written comments

to Michael E. Bartell, Associate

Executive Director, Office of

Information Technology, Securities and

Exchange Commission, 450 5th Street,

NW., Washington, DC 20549.

Dated: February 8, 2001.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–4257 Filed 2–20–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27346]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

February 14, 2001.

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 under the Act. 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 amendment(s) is/are available for

public inspection through the

Commission’s Branch 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

March 12, 2001, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549–0609, and serve

a copy on the relevant applicant(s) and/

or declarant(s) at the address(es)

specified below. Proof of service (by

affidavit or, in the case of an attorney at

law, by certificate) should be filed with

the request. Any request for hearing

should identify specifically the issues of

facts 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 March 12, 2001, the

application(s) and/or declaration(s), as

filed or as amended, may be granted

and/or permitted to become effective.

Alliant Energy Corporation, et al.

[70–9837]

Notice of Proposal To Amend Articles of

Incorporation To Issue New Preferred

Stock; Approve Merger; Increase in

Utility Money Pool Borrowing Limits

and Long-Term Debt Limits; Order

Authorizing Solicitation of Proxies

Alliant Energy Corporation

(‘‘Alliant’’), a registered holding

company, 222 West Washington

Avenue, Madison, Wisconsin 53703,

and two of its wholly-owned gas and

electric utility subsidiary companies,

Interstate Power Company (‘‘IPC’’), 1000

Main Street, P.O. Box 759, Dubuque,

Iowa 52004, and IES Utilities Inc.

(‘‘IESU’’), Alliant Energy Tower, 200

First Street SE., Cedar Rapids, Iowa

52401, each a public utility subsidiary

of Alliant (collectively, ‘‘Applicants’’),

have filed an application-declaration

under sections 6(a), 7, 9(a), 10, 12(b),

12(c), 12(d) and 12(e) of the Act and

rules 43, 44, 45, 54, 62 and 65 under the

Act.

Applicants propose to merge IPC into

IESU (‘‘Merger’’, and the surviving

company, ‘‘New IESU’’). IPC and IESU

have operated as an interconnected and

coordinated electric utility system since

1998 under a System Coordination and

Operating Agreement (‘‘SCOA’’) on file

at the Federal Energy Regulatory

Commission (‘‘FERC’’). Under the

SCOA, IPC and IESU allocate costs for

joint dispatch of electric generation

facilities and certain transmission

services are available over their

combined transmission systems at a

single rate.

Applicants state that the Merger will

simplify Alliant’s corporate structure

and reduce corporate and administrative

expenses, as well as allow New IESU to

offer competitive rates to consumers.

IPC provides electricity to

approximately 167,000 customers in

northern and northeastern Iowa,

southern Minnesota, and portions of

northwestern Illinois. IPC also serves

approximately 50,000 natural gas

customers in Illinois, Minnesota and

Iowa. IPC also owns approximately

2,562 miles of electric transmission

lines and 224 substations. Its gas

transportation and distribution system

consists of approximately 91 miles of

pipelines and 916 miles of distribution

mains.1

11072 Federal Register / Vol. 66, No. 35 / Wednesday, February 21, 2001 / Notices

$294,381,000 (86%) were derived from electric

utility operations and $47,724,000 (14%) from gas

operations.

2 IESU’s operating revenues for the year ended

December 31, 1999 were $800,696,000, of which

$627,950,000 (78%) were derived from electric

utility operations, $145,825,000 (18%) from gas

operations, and $26,921,000 (4%) from steam and

other operations.

3The surviving entity will be a wholly owned

subsidiary of Alliant and will be renamed

‘‘Interstate Power and Light Company’’ pending

approval by shareholder proxy.

4Alliant owns 92.8% of the aggregate voting

power of all IPC shareowners and intends to vote

for approval of the Merger. Therefore, approval of

the Merger by the IPC shareholders is assured.

5The Commission authorized the issuance and

sale of collateral trust bonds in the IESU Orders but

not in the IPC Orders.

IESU provides retail electric service to

more than 345,000 customers and retail

natural gas service to more than 181,000

customers in Iowa. IESU also owns

approximately 4,448 miles of electric

transmission lines and 578 substations

which are primarily located in Iowa. Its

gas distribution system consists of

approximately 139 miles of pipelines

and 3,836 miles of distribution mains.2

Applicants propose to solicit proxies

from the holders of outstanding shares

of IESU’s preferred stock (‘‘Proxy

Solicitation’’) for use at a special

meeting of its stockholders on April 3,

2001, to consider the proposed Merger

of IPC into IESU, and a proposed

amendment to IESU’s Amended and

Restated Articles of Incorporation

(‘‘Articles of Incorporation’’) that will

authorize the New Class A Preferred

Stock (‘‘New Preferred Stock’’) to be

issued in the Merger.

On the closing date, IPU will merge

with and into IESU.3 The Merger will be

governed by the Agreement and Plan of

Merger (‘‘Merger Agreement’’), as

amended, between IESU and IPC, dated

March 15, 2000.

Under the Merger Agreement, the

designations, rights and preferences of

each series of the New Preferred Stock

will be substantially identical to the

corresponding series of IPC preferred

stock for which it will be exchanged.

The amendment will only authorize

enough shares of New Preferred Stock as

necessary to carry out an exchange for

the existing shares of IPC preferred

stock. At the time of the Merger, each

share of IPC preferred stock will cease

to be outstanding and will be converted

into and become the right to receive one

share of New Preferred Stock, to be

issued in series that will correspond

with each series of the former IPC

preferred stock.

After the Merger, IESU will continue

to serve IPC’s customers and will

operate as an electric and gas utility

company in portions of Iowa, Minnesota

and Illinois.

The Merger is subject to affirmative

approval by a majority of the votes

entitled to be cast by the holders of

IESU common stock (all of which are

held by Alliant) and the holders of a

majority of the outstanding shares of

each class of IESU preferred stock

voting as individual classes. IESU

currently has outstanding 366,406

shares of cumulative preferred stock par

value $50 per share, issued in three

series (4.30%, 4.80% and 6.10%)

(‘‘IESU Preferred Stock’’). In addition,

an amendment to IESU’s Articles of

Incorporation is necessary to

consummate the Merger and requires

the affirmative vote of at least a majority

of the outstanding shares of IESU’s

common stock and of each class of the

IESU Preferred Stock, all voting as

separate classes, in attendance at the

IESU special meeting on April 3, 2001.

Approval at the Merger by the IPC

shareholders will require the affirmative

vote of holders of a majority of the

outstanding IPC common stock (all of

which are held by Alliant) and IPC

preferred stock entitled to vote, voting

together as one class. IPC currently has

outstanding 761,381 shares of

cumulative preferred stock, par value

$50 per share, issued in four series

(4.36%, 4.68%, 7.76% and 6.40%).4

In addition Applicants seek

authorization to increase the limits on

New IESU’s borrowings from the

intrasystem utility money pool (‘‘Utility

Money Pool’’) and its issuances of longterm secured and unsecured debt

securities (‘‘Long-Term Debt’’).

By orders dated December 18, 1998

and December 15, 2000 (HCAR Nos.

26956 and 27307, respectively), the

Commission authorized, through June

30, 2004 (‘‘Authorization Period’’), IESU

and IPC to incur short-term debt by

borrowings from the Utility Money Pool

in an aggregate amount at any time not

to exceed $150 million and $100

million, respectively. Following the

Merger, IPC’s borrowing authorization

will expire. Applicants propose that

New IESU’S short-term borrowing limit

be increased to $250 million. All other

terms, conditions and limitations under

the Utility Money Pool will remain the

same.

By orders dated November 25, 1998

and December 15, 2000 (HCAR Nos.

26945 and 27306, respectively) (‘‘IESU

Orders’’), and November 25, 1998 and

December 15, 2000 (HCAR Nos. 26946

and 27305, respectively) (‘‘IPC Orders’’),

the Commission authorized, through the

Authorization Period, IESU and IPC to

issue and sell Long-Term Debt in the

form of senior unsecured debentures,

and unsecured subordinated

debentures, collateral trust bonds,5 and

to enter into agreements with respect to

tax-exempt bonds, in an aggregate

amount outstanding not to exceed $200

million for IESU and $80 million for

IPC. IPC’s authorization will expire

following the Merger. Applicants

propose to increase New IESU’s LongTerm Debt to $300 million. All other

terms, conditions, and limits will

remain the same.

Applicants request that an order

authorizing the solicitation of proxies be

issued as soon as practicable under rule

62(d). It appears to the Commission that

the application-declaration relating to

the proposed solicitation of proxies

should be permitted to become effective

immediately under rule 62(d).

Alliant Energy states, for purposes of

rule 54, that the conditions specified in

rule 53(a) are satisfied and that none of

the adverse conditions specified in rule

53(b) exist. As a result, the Commission

will not consider the effect on the

Alliant Energy system of the

capitalization or earnings of any Alliant

Energy subsidiary that is an exempt

wholesale generator or foreign utility

company, as each is defined in sections

32 and 33 of the Act, respectively, in

determining whether to approve the

proposed transactions.

Fees, commissions, and expenses to

be incurred in connection with the

transactions described in the

application-declaration concerning the

Proxy Solicitation are expected not to

exceed $206,518 with respect to the

Proxy Solicitation.

It is stated that the Merger is subject

to the approval of the Iowa Utilities

Board, the Minnesota Public Utilities

Commission, and the Illinois Commerce

Commission, and the FERC.

It Is Ordered, under rule 62 under the

Act, that the application-declaration

regarding the proposed Proxy

Solicitation become effective

immediately, subject to the terms and

conditions contained in rule 24 under

the Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–4258 Filed 2–20–01; 8:45 am]

BILLING CODE 8010–01–M