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                    Document headings vary by document type but may contain                    the following:                  
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###### Securities and Exchange Commission

          - [Release No. 35-27346]
          - [70-9837]

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.

### 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] 
      ( print page 11072)    
                    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 long-term 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 Long-Term 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.

# Footnotes

1.                             IPC's operating revenues for the year ended December 31, 1999 were $342,105,000, of which                                                 $294,381,000 (86%) were derived from electric utility operations and $47,724,000 (14%) from gas operations.                    
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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.                    
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3.                             The surviving entity will be a wholly owned subsidiary of Alliant and will be renamed “Interstate Power and Light Company” pending approval by shareholder proxy.                    
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4.                             Alliant 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.                    
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5.                             The Commission authorized the issuance and sale of collateral trust bonds in the IESU Orders but not in the IPC Orders.                     
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[FR Doc. 01-4258  Filed 2-20-01; 8:45 am]

BILLING CODE 8010-01-M