(As filed July 22, 2002)
File No. 70-9323
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POS-AMC
(Post-Effective Amendment No. 6)
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY RESOURCES, INC.
HEARTLAND PROPERTIES, INC.
4902 N. Biltmore Lane
Madison, Wisconsin 53718
(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)
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F. J. Buri, Corporate Secretary
Alliant Energy Corporation
4902 N. Biltmore Lane
Madison, Wisconsin 53718
(Name and address of agent for service)
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The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Barbara J. Swan, William T. Baker, Jr., Esq.
Executive Vice President and General Counsel Thelen Reid & Priest LLP
Alliant Energy Corporation 40 West 57th Street
4902 N. Biltmore Lane New York, New York 10019
Madison, Wisconsin 53718
Post-Effective Amendment No. 4, filed in this proceeding on February 19,
2002, as amended and restated in its entirety by Post-Effective Amendment No. 5,
filed on July 1, 2002, is hereby further amended as follows:
1. ITEM 1.2 - SUMMARY OF REQUESTED MODIFICATIONS, is amended and restated to
read as follows:
"The Applicants are now requesting that the Commission issue a further
order in this proceeding to (1) extend the authorization period to December 31,
2005, and (2) increase the investment limit from $50 million to $125 million. No
other changes or modifications to the terms, conditions or limitations contained
in the Prior Orders are requested herein. To the extent necessary, Alliant
Energy and/or AER will fund future investments in LIHTC properties in the United
States by Heartland or Heartland's immediate parent company, Alliant Energy
Investments, Inc. ("AEI"), or by other subsidiaries of AER, Heartland or AEI
formed specifically for such purpose, through capital contributions or loans
pursuant to Rule 45(b) or Rule 52, as applicable, and/or through loans under the
Alliant Energy system non-utility money pool. No additional authority is
requested herein for Alliant Energy to issue securities (including guarantees)
in order to fund investments by AER.(1)
As required under the Prior Orders, AER will continue to invest in LIHTC
projects in the United States through Heartland or AEI, or through other
subsidiaries of AER, Heartland or AEI formed specifically for such purpose, only
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(1) Alliant Energy is currently authorized to issue and sell equity and
long-term debt securities and to guarantee obligations of its subsidiaries
by order dated October 3, 2001 (Holding Co. Act Release No. 27448). Alliant
Energy is also currently authorized to guarantee short-term borrowings by
AER, the proceeds of which are used to fund advances to the Alliant Energy
system non-utility money pool, pursuant to an order dated December 18, 1998
(Holding Co. Act Release No. 26956), as modified and extended by order
dated December 15, 2000 (Holding Co. Act Release No. 27304). The terms of
these orders are not affected by this Post-Effective Amendment.
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as a passive investor, and will invest in such projects solely for the purpose
of obtaining the federal and state income tax credits that are available.
Accordingly, as is currently the case, neither AER nor any associate company
will participate actively in the development, management, or operation of any
LIHTC project. In each case, responsibility for the day-to-day management of
LIHTC projects (including leasing activities, rent collection and property
maintenance) will reside in the general partner or managing member of the
venture (in the case of an LLC) or in an independent management company.
Further, each investment in an LIHTC project will be self-liquidating, in the
sense that the asset will wind down as the tax credits expire.(2)"
2. ITEM 3 - APPLICABLE STATUTORY PROVISIONS, is amended and restated to read
as follows:
"The Applicants' proposal to make passive investments in LIHTC properties
through Heartland or AEI, or through other subsidiaries of AER, Heartland, or
AEI formed specifically for such purpose, is subject to Sections 9(c)(3) of the
Act and Rule 54 thereunder. The standards of Section 9(c)(3) have previously
been addressed in this proceeding.
Rule 54 Analysis. 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 "exempt wholesale generator" ("EWG") or a
"foreign utility company" ("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 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.
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(2) These are the criteria by which the Commission has analyzed similar
investments in the past. See Exelon Corp., Holding Co. Act Release No.
27256 (Oct. 19, 2000).
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Alliant Energy currently does not satisfy all of the conditions of Rule
53(a). As of March 31, 2002, Alliant Energy's "aggregate investment," as defined
in Rule 53(a)(1), in EWGs and FUCOs was approximately $762.1 million, or
approximately 94.33% of Alliant Energy's average "consolidated retained
earnings," also as defined in Rule 53(a)(1), for the four quarters ended March
31, 2002 ($807.9 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 March 31,
2002, Alliant Energy's consolidated capitalization consisted of 39.3% common
equity, 2.3% preferred stock, 55.3% long-term debt, and 3.1% short-term debt
(including current maturities of long-term debt), versus 36.0% common equity,
2.6% preferred stock, 50.8%, long-term debt, and 10.6% 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). These ratios
are within acceptable industry ranges. The proposed transactions will not have
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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
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. With reference to Rule 53(b), none of the
circumstances enumerated in subparagraphs (1), (2) and (3) thereunder have
occurred. Finally, Rule 53(c) by its terms is inapplicable since the proposed
transaction does not involve the issue or sale of a security to finance the
acquisition of an EWG or FUCO."
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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 statement
filed herein to be signed on their behalf by the undersigned thereunto duly
authorized.
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY RESOURCES, INC.
By: /s/ F. J. Buri
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Name: F. J. Buri
Title: Corporate Secretary
HEARTLAND PROPERTIES, INC.
By: /s/ Ruth A. Domack
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Name: Ruth A. Domack
Title: President
Date: July 22, 2002