As filed with the Securities and Exchange Commission on July __, 2001 Registration No. 333-333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------------
Issuer--------------------------
ALLIANT ENERGY CORPORATION
(Exact name of Senior Notes registered herebyregistrant as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4902 North Biltmore Lane
Madison, Wisconsin 53718
(608) 458-3311
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
_____________________________________
ALLIANT ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
------------------
Wisconsin 39-1605561
(State or other jurisdiction of (I.R.S. Employer Identification No.)
of incorporation or organization)incorporation)
Alliant Energy Tower
200 First Street SE
Cedar Rapids, Iowa 52401
(319) 398-4411
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
---------------------------------
Issuer of Senior Notes registered hereby
ALLIANT ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
------------------
Wisconsin 39-1380265
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Edward M. Gleason Copy_____________________________________
F. J. Buri, Esq. with a copy to:
Vice President-Treasurer and Corporate Secretary
Alliant Energy Corporation Benjamin F. Garmer, Alliant Energy Resources, Inc.III, Esq.
4902 North Biltmore Lane Foley & Lardner
Alliant Energy CorporationMadison, Wisconsin 53718 777 East Wisconsin Avenue
222 West Washington Avenue(608) 458-3311 Milwaukee, Wisconsin 53202
Madison, Wisconsin 53703 (414) 271-2400
(608) 252-3311
(Name, address, including zip code, and telephone (414) 271-2400
number, including area code, of agent for service)
---------------------------------_____________________________________
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]|_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]|_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]|_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]|_|
CALCULATION OF REGISTRATION FEE
====================================== ============= =========================== ======================= =========================
Proposed Maximum====================================================================================================================================
Title of Each Class of AmountSecurities to beBe Registered Proposed Maximum Offering Aggregate Offering Price(1) Amount of Securities to be Registered Registered Price Per Unit (1) Price Registration FeeFee(2)
- -------------------------------------- ------------- --------------------------- ----------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------
Exchangeable Senior Notes due 2030... $259,026,814 100% $259,026,814 $64,757Alliant Energy Corporation Common Stock, $.01 par
value, with attached Common Share Purchase
Rights(4)........................................ (3)
Alliant Energy Resources, Inc. Debt Securities....... (3)
Alliant Energy Corporation Guarantees of the Alliant
Energy Resources, Inc. Debt Securities(5)........
Alliant Energy Corporation Stock Purchase Contracts.. (3)
Alliant Energy Corporation Stock Purchase Units...... (3)
- -------------------------------------- ------------- --------------------------- ----------------------- -------------------------
Guarantees for the Exchangeable -- -- -- --
Senior Notes due 2030 (2)............
====================================== ============= =========================== ======================= =========================
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration
fee is required with respect to the guarantees.------------------------------------------------------------------------------------------------------------------------------------
Total $400,000,000(6) $32,360
====================================================================================================================================
--------------------------------(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(2) A filing fee of $16,812.65 was previously paid in connection with unsold
securities registered under a registration statement on Form S-3
(Registration No. 333-70964) initially filed by Alliant Energy Corporation
on October 4, 2001. Accordingly, pursuant to Rule 457(p) under the
Securities Act of 1933, Alliant Energy Corporation is offsetting $16,812.65
of previously paid filing fees against the total filing fee of $32,360 due
in connection with the filing of this Registration Statement.
(3) Not applicable pursuant to General Instruction II.D of Form S-3.
(4) Each share of Alliant Energy Corporation Common Stock has attached thereto
one Common Share Purchase Right.
(5) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration
fee is required with respect to the Guarantees.
(6) Except as permitted by Rule 429 under the Securities Act, in no event will
the aggregate maximum offering price of all securities issued from time to
time pursuant to this registration statement exceed $400,000,000 or the
equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies. Securities registered hereunder may be sold
separately, together or as units with other securities registered
hereunder. This total amount also includes such securities as may, from
time to time, be issued upon conversion or exchange of securities
registered hereunder, to the extent any such securities are, by their
terms, convertible into or exchangeable for other securities.
_____________________________________
The Registrants hereby amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until thethis Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
PROSPECTUS
3,823,274 PAY PHONES(SM)
ALLIANTThe information in this prospectus is not complete and may be changed. Alliant
Energy Corporation and Alliant Energy Resources, Inc. may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where this offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 2, 2003
[ALLIANT ENERGY RESOURCES, INC.
Exchangeable Senior Notes due 2030
(Exchangeable for Cash Based on Value of McLeodUSA Incorporated
Class ALOGO]
$400,000,000 Aggregate Amount
____________________
Alliant Energy Corporation
Common Stock)Stock
Stock Purchase Units
Stock Purchase Contracts
____________________
Alliant Energy Resources, Inc.
Debt Securities
Fully and Unconditionally Guaranteed by
ALLIANT ENERGY CORPORATION
--------------------
ThisAlliant Energy Corporation
_________________________
By this prospectus, relatesAlliant Energy Corporation and Alliant Energy
Resources, Inc. may offer from time to time up to an aggregate of $400,000,000
of their securities. Alliant Energy Corporation and Alliant Energy Resources,
Inc. will provide specific terms of the securities, including the offering
prices, in supplements to this prospectus. The supplements may also add, update
or change information contained in this prospectus. You should read this
prospectus and the prospectus supplement relating to the public offering, which is not being
underwritten,specific issue of
up to 3,823,274 PAY PHONES(SM) or PHONES(SM) which are held by
some of our current security holders. The PHONES are our Exchangeable Senior
Notes due 2030, exchangeable for cash based on the value of the Class A Common
Stock of McLeodUSA Incorporated, and unconditionally guaranteed by our parent
corporation, Alliant Energy Corporation.
The prices at which such security holders may sell the PHONES will be
determined by the prevailing market price for the PHONES or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
PHONES.securities carefully before you invest.
Alliant Energy Corporation's common stock is tradedlisted on the New York Stock
Exchange under the symbol "LNT."
On July 18, 2001, the closing price of
Alliant Energy Corporation's common stock was $29.01 per share. The Class A
Common Stock of McLeodUSA is quoted on The Nasdaq National Market under the
symbol "MCLD." On July 18, 2001, the closing price of McLeodUSA's Class A
Common Stock was $2.78 per share.
Investing in the PHONES involves risks that are described in the "Risk
Factors" section beginning on page 14.
--------------------_________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacydetermined if this
prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a
criminal offense.
_________________________
The date of this prospectus is ______________, 2001.____________, 2003.
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS...................................................1
WHERE YOU CAN FIND MORE INFORMATION..........................................2
SUMMARY......................................................................4
RISK FACTORS................................................................14
PRICE RANGE AND DIVIDEND HISTORY OF THE MCLEODUSA STOCK.....................18
USE OF PROCEEDS.............................................................19
DESCRIPTION OF OUTSTANDING INDEBTEDNESS.....................................20
DESCRIPTION OF PHONES.......................................................21
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.....................44
SELLING SECURITY HOLDERS....................................................48
PLAN OF DISTRIBUTION........................................................50
LEGAL MATTERS...............................................................52
EXPERTS.....................................................................52
FORWARD-LOOKING STATEMENTSAbout This Prospectus...................................................... 2
Alliant Energy Corporation................................................. 3
Alliant Energy Resources................................................... 3
Use of Proceeds............................................................ 3
Consolidated Ratio of Earnings to Fixed Charges............................ 4
Description of Common Stock................................................ 5
Description of Debt Securities............................................. 7
Description of Stock Purchase Contracts and Stock Purchase Units........... 19
Plan of Distribution....................................................... 20
Where You Can Find More Information........................................ 21
Legal Matters.............................................................. 22
Experts.................................................................... 22
ABOUT THIS PROSPECTUS
Unless otherwise indicated or unless the context requires otherwise, all
references in this prospectus (including the information we incorporate by reference)
contains forward-looking statements that are not historical fact and are
statements intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. From time to time, we
or"Alliant Energy" mean Alliant Energy
Corporation may make other forward-looking statements within
the meaning of the federal securities laws that involve judgments, assumptions
and other uncertainties beyond our control. These forward-looking statements may
include, among others, statements concerning revenue and cost trends, cost
recovery, cost reduction strategies and anticipated outcomes, pricing
strategies, changes in the utility industry, planned capital expenditures,
financing needs and availability, statements of expectations, beliefs, future
plans and strategies, anticipated events or trends and similar comments
concerning matters that are not historical facts. You are cautioned that these
statements are not a guarantee of future performance and that these
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied
by, these statements. Some, but not all, of the risks and uncertainties include:
o weather effects on sales and revenues;
o general economic conditions in the relevant service territory;
o federal, state and international regulatory or government actions,
including issues associated with the deregulation of the domestic
utility industry and the setting of rates and recovery of costs;
o unanticipated construction and acquisition expenditures;
o issues related to stranded costs and their recovery;
o unanticipated issues related to the supply of purchased electricity
and the price thereof;
o unexpected issues related to the operations of Alliant Energy
Corporation's nuclear facilities;
o unanticipated costs associated with certain environmental
remediation efforts being undertaken by Alliant Energy Corporation;
o Alliant Energy Corporation's ability to successfully implement its
growth strategy, including the acquisition and operation of foreign
companies;
o unanticipated developments that adversely impact our strategy to
grow our businesses;
o material changes in the value of our investments in McLeodUSA
Incorporated and Capstone Turbine Corporation;
o technological developments;
o employee workforce factors, including changes in key executives,
collective bargaining agreements or work stoppages;
o political, legal, economic and exchange rate conditions in foreign
countries in which Alliant Energy Corporation has investments; and
o changes in the rate of inflation.
In this prospectus, "we," "us" and "our" refer to"Resources" mean Alliant Energy Resources, Inc.
WHERE YOU CAN FIND MORE INFORMATION
Alliant Energy Corporation, our parent corporation and the guarantorThis prospectus is part of the PHONES, files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document which Alliant
Energy Corporation files at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington D.C., and at regional SEC offices in Chicago, Illinois
and New York, New York. You can call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. You can also find
Alliant Energy Corporation's and McLeodUSA's public filings with the SEC on the
internet at a website maintained by the SEC located at http://www.sec.gov.
We are "incorporating by reference" specified documentsregistration statement that Alliant Energy Corporation filesand
Resources filed with the Securities and Exchange Commission, or SEC, which contain important business and
financial information not included in or delivered withutilizing a
"shelf" registration process. Under this prospectus.
"Incorporating by reference" means:
o incorporated documents are considered part of this prospectus;
o we are disclosing important information to you by referring you to
those documents; and
o informationshelf process, Alliant Energy Corporation filesand
Resources may, from time to time, sell the securities or combinations of the
securities described in this prospectus in one or more offerings with a maximum
aggregate offering price of up to $400,000,000. This prospectus provides you
with a general description of the SECsecurities that Alliant Energy and Resources
may offer. Each time Alliant Energy or Resources offers securities, it will
automaticallyprovide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update and supersedeor change
information contained in this prospectus. We incorporate by reference the documents we list below and any future
filings Alliant Energy Corporation makes with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date ofYou should read both this prospectus
and beforeany prospectus supplement together with additional information described
under the endheading "Where You Can Find More Information."
Alliant Energy and Resources may use this prospectus to offer from time to
time:
o shares of Alliant Energy's common stock;
o Resources debt securities, along with the offeringrelated guarantees of
the PHONES:
2
Alliant Energy;
o Alliant Energy Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000;Energy's stock purchase contracts and ostock purchase units.
In this prospectus, Alliant Energy Corporation's Quarterly Report on Form 10-Q forand Resources sometimes refer to the quarter ended March 31, 2001.
You may request a copy of any of these filings (including exhibits), at
no cost, by writing to Edward M. Gleason, Vice President-Treasurercommon
stock, debt securities, guarantees, stock purchase contracts and Corporate
Secretary, Alliant Energy Corporation, 222 West Washington Avenue, Madison,
Wisconsin 53703, or by calling Mr. Gleason at (608) 252-3311.stock purchase
units collectively as the securities.
You should rely only on the information contained or incorporated by
reference in this document or to which we have referred you. Weprospectus and in any supplement. Alliant Energy and Resources
have not authorized any other person to provide you with different information.
This
prospectus may only be used where it is legal to sell these securities.If anyone provides you with different or inconsistent information, you should
not rely on it. You should assume that the information contained or incorporated by referenceappearing in this
documentprospectus and the accompanying prospectus supplement is accurate as of the date
on the front cover of the prospectus
only. Ourtheir respective covers. Alliant Energy's and Alliant Energy Corporation'sResources' business, financial
condition, results of operations and prospects may have changed since that date.
3those
dates.
2
SUMMARY
The following summary contains certain information regarding our
business and also highlights selected information from this prospectus. It may
not contain all of the information that is important to you. This prospectus
includes the specific terms of the PHONES being offered. We encourage you to
read this prospectus in its entirety.ALLIANT ENERGY CORPORATION
Alliant Energy Resources, Inc.
Overview
We are a wholly owned subsidiary ofis an energy-services provider engaged primarily in
regulated utility operations in both the Midwest and internationally. Alliant
Energy Corporation,also has significant non-regulated domestic and international operations,
which is a registeredare operated through Resources. Through its subsidiaries and partners,
Alliant Energy provides electric, natural gas and steam services to more than
three million customers worldwide.
Alliant Energy's domestic regulated public utility holding company. We manage a portfolio of
companies involved in non-regulated businesses. Through these businesses, we:
o offer large energy users an array of services to maximize their
productivity and energy efficiency;
o provide solutions for waste remediation and other environmental
engineering and consulting services;
o make investments in utilities in international and domestic markets
and seek opportunities to develop or improve electricity generation
facilities in these markets;
o market new products and services to enhance the comfort, security
and lifestyle of residential and small customers and to maximize
their energy efficiency;
o buy, sell and trade electricity for large customers and assist those
customers to minimize risks related to changes in costs of energy
through Cargill-Alliant LLC, a joint venture with Cargill
Incorporated in which we have a 50% ownership interest;
o offer short-line railway freight service in Iowa, storage services
and barge terminal and hauling service on the Mississippi River;
o purchase, develop and produce crude oil and natural gas; and
o own, manage and develop affordable housing developments and provide
equity and debt financing for these developments.
Set forth below is a condensed organization chart that reflects how our
and Alliant Energy Corporation's businesses and investments are managed:
[Printer to Insert]
Our principal executive offices are located at Alliant Energy Tower,
200 First Street SE, Cedar Rapids, Iowa 52401, telephone number (319) 398-4411.
4
Strategy
As competitive forces shape the energy-services industry, energy
providers are being challenged to increase growth and profits. Because we expect
consumption of electricity and natural gas to grow only modestly within Alliant
Energy Corporation's domestic utility service territories, we have entered
several energy-services businesses that we expect will provide opportunities for
new sources of growth. We have established five distinct platforms which are
designed to meet customer needs. These platforms and existing investments
include:
o Integrated Services: We are a provider of energy and environmental
services designed to help clients increase the productivity,
profitability and efficiency of their operations.
o International: We are a partner in developing, or are seeking to
develop, energy generation and distribution in New Zealand,
Australia, China, Mexico and Brazil, markets which we have selected
because of their growth potential.
o Investments: Our existing investments include an oil and gas
production company, a short-line railroad, a barge company, an
affordable housing company, various real estate joint ventures and
an equity stake in an independent telecommunications provider.
o Mass Marketing: We are a provider of a growing array of products and
services designed to meet the comfort, security and lifestyle needs
of residential and small commercial customers.
o Trading: Alliant Energy Corporation has an energy-trading joint
venture with Cargill Incorporated, one of the world's largest and
most established commodity trading firms, that combines the
risk-management and commodity trading expertise of Cargill with
Alliant Energy Corporation's low-cost electricity generation and
transmission business experience.
Alliant Energy Corporation
Alliant Energy Corporation was formed as a result of a three-way merger
involving WPL Holdings, Inc., IES Industries Inc. andsubsidiaries, Interstate
Power Company.
The merger was completed in April 1998. The first tier subsidiaries of Alliant
Energy Corporation includeand Light Company and Wisconsin Power and Light Company, IES Utilities
Inc., Interstate Power Company, Alliant Energy Resources, Inc. and Alliant
Energy Corporate Services, Inc.
Alliant Energy Corporation, through its public utility operating
companies, Wisconsin Power and Light Company, IES Utilities Inc. and Interstate
Power Company, isare engaged
principally in:
o the generation, transmission, distribution and sale of electric
energy;
o the purchase, distribution, transportation and sale of natural gas;
and
o the provision of water and steam services in selected markets.
The principal markets offor Alliant Energy Corporation'sEnergy's domestic utility operating subsidiaries
are located in Iowa, Wisconsin, Minnesota and Illinois.
Alliant Energy Corporation is also involved in several non-regulated and non-utility
activities through our company.
5
Alliant Energy Corporation, a registered public utility holding company incorporated in Wisconsin in 1981, has its principal executive offices located
at 222 West Washington Avenue, Madison, Wisconsin 53703, telephone number (608)
252-3111.
The Offering--Q&A
What aresubject to
regulation by the PHONES?
The PHONES are a series of our senior debt securities. We originally
issued and sold 5,940,960 PHONES on February 1, 2000 in a private placement
pursuant to Section 4(2) and Rule 144ASEC under the SecuritiesPublic Utility Holding Company Act of 1933, as
amended. Specific features of the PHONES1935 and
general terms of our debt
securities are described in this prospectus.
What is McLeodUSA's Relationshipsubject to the PHONES?
McLeodUSA Incorporated has no obligations whatsoever under the PHONES.
We refer to McLeodUSA Incorporated, a Delaware corporation, as McLeodUSA. We
refer to McLeodUSA Class A Common Stock, par value $.01 per share, as McLeodUSA
stock. In describing the PHONES, the McLeodUSA stock initially comprises the
reference shares. The reference shares may also include certain other publicly
traded equity securitiesregulatory provisions of that may be distributed on or in respect of the
McLeodUSA stock, or on or with respect to any publicly traded equity security
into which any of those securities may be converted or exchanged. In describing
the PHONES, we refer to McLeodUSA and any other company which may in the future
become an issuer of reference shares as the reference company.
Who is McLeodUSA?
According to publicly available documents, McLeodUSA is a
facilities-based telecommunications provider, providing integrated
communications services, including local services, in 25 Midwest, Southwest,
Northwest and Rocky Mountain states. McLeodUSA's integrated communications
services include local, long distance, Internet access, data and voice mail
services. McLeodUSA also derives revenue from the sale of advertising in print
and electronic telephone directories, traditional local telephone company
services and telemarketing services. McLeodUSA'sAct.
Alliant Energy's principal executive offices are located at McLeodUSA Technology Park, 6400 C4902 North
Biltmore Lane, Madison, Wisconsin 53718, and its telephone number is (608)
458-3311.
ALLIANT ENERGY RESOURCES
Resources, a wholly-owned subsidiary of Alliant Energy, has energy-related
operations and investments throughout the United States and in certain foreign
countries. Resources is focused on utility-based investments in key
international markets and developing non-regulated generation assets in select
areas of the United States.
Resources' principal executive offices are located at Alliant Energy Tower,
200 First Street SW, P.O. Box 3177,SE, Cedar Rapids, Iowa 52406-3177,52401, and its main phonetelephone number is (319)
364-0000. McLeodUSA
is required786-4411.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, the net
proceeds from the sale of the securities will be:
o used by Alliant Energy to file annual, quarterlymake capital contributions to its domestic
utility subsidiaries, which may use these capital contributions for
financing the development and current reports, proxy statementsconstruction of new generation and
distribution facilities, funding additional working capital, financing
other capital expenditures and other information withgeneral corporate purposes; or
o used by Alliant Energy and Resources to repay debt.
Until Alliant Energy and Resources use the SEC. Copies of these reports and other information
may be inspected and copied at the SEC offices specified under "Where You Can
Find More Information" on page 2.
This prospectus relates only to the PHONES being offered and does not
relate to the McLeodUSA stock or other securities of McLeodUSA. All disclosures
contained in this prospectus regarding McLeodUSA are derivednet proceeds from the publicly
available documents. We have not participated in the preparation of McLeodUSA's
documents nor made any due diligence inquiry with respect to the information
provided in those documents. We do not represent that McLeodUSA's publicly
available documents or any other publicly available information regarding
McLeodUSA are accurate or complete. We cannot provide you with any assurance
that all events occurring prior to the date of this prospectus, including events
that would affect the accuracy or completenesssale of the
publicly available
documents describedsecurities for these purposes, they may place the net proceeds in the preceding paragraph or that would affect the trading
price of the McLeodUSA stock, have been publicly disclosed. Subsequent
disclosure of any such events or the disclosure of or failure to disclose
material future events concerning McLeodUSA could affect the trading price of
the PHONES.
6temporary
investments.
3
Neither we nor our affiliates make any representation to you as to the
performance of McLeodUSA, the McLeodUSA stock or any other securities of
McLeodUSA.
What Number of Reference Shares is Attributable to Each PHONES?
When the PHONES were originally issued, the number of reference shares
attributable to each PHONES was .8772 shares. However, McLeodUSA declared a
three-for-one stock split on February 29, 2000, paid on April 24, 2000 in the
form of a dividend of two shares of McLeodUSA stock on each outstanding share of
McLeodUSA stock. As a result, the number of reference shares currently
attributable to each PHONES is 2.6316 shares, subject to dilution adjustments as
described in this prospectus.
When Will You Receive Interest Payments?
If you purchase the PHONES, you are entitled to receive quarterly basic
interest payments of $1.2280 per PHONES, reflecting a basic interest rate of
7.25% per year on the original principal amount of $67.75, through February 15,
2003, and thereafter $.4234 per PHONES, reflecting a basic interest rate of
2.50% per year on the original principal amount of $67.75. When we refer in this
prospectus to the basic interest on the PHONES at a particular time, we mean the
basic interest computed at the basic interest rate in effect at that time.
Interest on the PHONES began accruing on February 1, 2000. We will pay
this interest quarterly in arrears on February 15, May 15, August 15 and
November 15 of each year, but subject to our right to defer quarterly payments
of basic interest beginning after the February 15, 2003 payment.
We will also distribute to you, based on the number of reference shares
attributable to each PHONES,
o an amount equal to any regular cash dividends paid during the
preceding quarterly period on those reference shares; and
o as additional interest, any property, including cash (other than any
regular cash dividends), distributed on or in respect of those
reference shares (other than publicly traded equity securities,
which will themselves become reference shares).
As of the date of this prospectus, McLeodUSA has never paid a cash dividend on
its McLeodUSA stock. If the additional interest on the reference shares includes
publicly traded securities (other than equity securities) that can be
transferred by us to you without registration under the federal securities laws
and without breach of our contractual arrangements with McLeodUSA, and that will
be freely transferable in your hands, then we will distribute those securities
to you. Otherwise, we will distribute to you the then fair market value of any
property comprising additional interest as determined in good faith by our board
of directors. We will distribute any additional interest, including publicly
traded securities not meeting the standards set forth above, to you within 20
business days after it is distributed to us.
The contingent principal amount for each PHONES as of May 15, 2001 was
$67.75. The contingent principal amount for each PHONES will be increased during
each quarter, based on the contingent principal amount at the beginning of the
quarter, by an amount equal to interest accrued on that beginning contingent
principal amount at the basic interest rate on the PHONES then in effect, and
will be reduced by the following amounts on the dates they are paid to holders
of the PHONES:
o the quarterly basic interest payment made on the PHONES;
7
o any amounts paid on the PHONES in respect of regular cash dividends
paid on the reference shares during the quarter; and
o any amounts paid on the PHONES in respect of the fair market value
of any additional interest payments made during the quarter.
As a result, the quarterly computations of the contingent principal
amount will be made such that the yield to each date of computation (including
all quarterly basic interest, all amounts paid in respect of regular cash
dividends on the reference shares, and the fair market value of any additional
interest payments) does not exceed a 7.25% annual yield, if such date of
computation is on or before February 15, 2003, or the weighted average of a
7.25% annual yield through February 15, 2003, and of a 2.50% annual yield
thereafter, if such date of computation is after February 15, 2003.
Notwithstanding the foregoing, in the event that we redeem the PHONES on a date
which is between February 1 and February 15, 2003, the contingent principal
amount will not be increased by an amount equal to the interest accrued on the
beginning contingent principal amount for the quarterly interest payment period
beginning on November 15, 2002. In no event will the contingent principal amount
be less than zero. Changes in the contingent principal amount will not affect
the amount to be paid to holders of the PHONES in respect of the quarterly
payments of basic interest, amounts relating to regular cash dividends on the
reference shares, or additional interest.
When Can We Defer Payments of Basic Interest?
We can defer quarterly basic interest payments on the PHONES as many
times as we want beginning after the February 15, 2003 payment, but only for up
to 20 consecutive quarterly periods. We cannot defer additional interest
payments or quarterly payments equal to regular cash dividends paid on the
reference shares at any time, and we cannot defer quarterly basic interest
payments if an Event of Default (as defined on page 41) under the PHONES has
occurred and is continuing. A deferral of basic interest payments cannot extend
beyond the maturity date of the PHONES.
If we defer quarterly payments of basic interest, the contingent
principal amount of the PHONES will increase by the amount of the deferred
quarterly payments of basic interest, plus accrued interest thereon at an annual
rate of 2.50%, compounded quarterly, and the early exchange ratio (as defined on
page 9) will be 100% of the reference shares for the quarter following each
deferral of a payment of quarterly basic interest. Once we have paid all
deferred quarterly basic interest, plus accrued interest thereon, together with
the quarterly basic interest payment for the current quarterly interest payment
period, the contingent principal amount will be reduced by the amount of that
payment of deferred quarterly basic interest plus accrued interest thereon, the
early exchange ratio will change to 95% of the reference shares, and we can
again defer quarterly basic interest payments as described above.
We have no current intention of deferring basic interest payments on
the PHONES.
When Will the PHONES Mature?
The PHONES will mature on February 15, 2030, unless they have been
previously redeemed or exchanged.
If the contingent principal amount is reduced to zero or if all of the
reference shares cease to be outstanding as a result of a tender offer, an
exchange offer, a business combination or otherwise, the maturity of the PHONES
will not be accelerated and the PHONES will continue to remain outstanding, you
will
8
continue to receive quarterly payments of basic interest until the maturity
date unless earlier redeemed by us, and you will receive the contingent
principal amount, if any, on redemption or at maturity.
What Will You Receive at Maturity?
At maturity you will be entitled to receive the higher of (a) the
contingent principal amount of the PHONES, or (b) the sum of the then current
market value of the reference shares on the maturity date plus any deferred
quarterly payments of basic interest (including any current accrued interest
thereon), plus, in either case, the final period distribution. In addition, if
the distribution date for any distribution of additional interest falls after
the maturity date, we will make the distribution on the distribution date.
Do We Have the Right to Redeem the PHONES Prior to Their Maturity?
Yes. We may redeem at any time all but not some of the PHONES at a
redemption price equal to the sum of (a) the higher of (1) the contingent
principal amount of the PHONES or (2) the sum of the then current market value
of the reference shares on the redemption date plus any deferred quarterly
payments of basic interest (including any current accrued interest thereon),
plus, in the case of either (1) or (2), the final period distribution, and (b) a
redemption premium in an amount equal to $8.8007 per PHONES if we redeem prior
to August 15, 2001, and that amount as successively reduced by $1.2280 per
PHONES if we redeem prior to each following quarterly interest payment date
through February 15, 2003, except that no amount referred to in this clause (b)
will be payable in the event we redeem between February 6 and February 15, 2003.
In addition, if the distribution date for any distribution of additional
interest falls after the redemption date, we will make the distribution on the
distribution date.
Do the PHONES Have Anti-Dilution Protection For Changes in the Reference Shares?
Yes. If specific dilutive or anti-dilutive events occur with respect to
the reference shares, the number and type of the reference shares that will be
used to calculate the amount you will receive upon exchange, redemption or
maturity of the PHONES will be adjusted to reflect those events. These
adjustments are described in this prospectus under the heading "Description of
PHONES--Dilution Adjustments."
Can You Exchange PHONES for McLeodUSA Stock?
No. You may, however, exchange your PHONES for cash.
When Can You Exchange the PHONES for Cash?
At any time or from time to time, you may exchange your PHONES for an
amount of cash per PHONES equal to a percentage (which we refer to as the early
exchange ratio) of the then exchange market value of the reference shares
attributable to each PHONES. The early exchange ratio is equal to (a) 95% of the
then exchange market value of the reference shares or (b) during a deferral of
the quarterly interest payments on the PHONES or, if we so elect, during the
pendency of any tender or exchange offer for any of the reference shares, 100%
of the then exchange market value of the reference shares. In addition, during
the pendency of certain tender or exchange offers for any of the reference
shares, if we have elected to increase the early exchange ratio, then we agree
to also pay the other amounts described under the heading "Description of
PHONES--Dilution Adjustments."
Will the PHONES be Listed on a Stock Exchange?
No.
9
What Form are the PHONES Issued?
The PHONES are represented by one or more global securities deposited
with and registered in the name of The Depository Trust Company of New York City
("DTC") or its nominee. This means you will not receive a certificate for your
PHONES.
What are the Federal Income Tax Consequences to You?
The PHONES are characterized as indebtedness of ours for United States
federal income tax purposes. Accordingly, you are required to include, in your
income, interest with respect to the PHONES.
Each PHONES constitutes a contingent payment debt instrument. As a
result, you are required to include amounts in income, as ordinary income, in
advance of the receipt of the cash attributable thereto. The amount of interest
income required to be included by you for each year will be in excess of the
quarterly interest payments you receive. Any gain recognized by you on the sale
or exchange of a PHONES will be ordinary interest income; any loss will be
ordinary loss to the extent of the interest previously included in income, and
thereafter, capital loss. A summary of the United States federal income tax
consequences of ownership of the PHONES is described in this prospectus under
the heading "Certain United States Federal Income Tax Considerations."
10
General Indenture Provisions Applicable to the PHONES
Certain Covenants.............. The Indenture (as defined on page 21)
contains covenants that, among other things,
limit our ability and that of our
subsidiaries and, for some limited matters,
Alliant Energy Corporation to:
o issue, assume or guarantee certain
additional secured indebtedness;
o engage in sale and lease-back
transactions; and
o consolidate or merge.
These covenants are subject to important
exceptions and qualifications, which are
described under the heading "Description of
PHONES" in this prospectus.
Events of Default.............. Each of the following is an event of default
under the Indenture:
o the failure by us or Alliant Energy
Corporation to pay principal of or
premium, if any, on the PHONES when
due;
o the failure by us or Alliant Energy
Corporation for 30 days to pay interest
when due on the PHONES, including basic
interest, additional interest and
amounts relating to cash dividends on
the reference shares;
o the failure by us or Alliant Energy
Corporation to perform other covenants
with respect to the PHONES following 90
days after receipt of notice of
failure; and
o certain events of bankruptcy,
insolvency or reorganization of us or
Alliant Energy Corporation.
These covenants are subject to important
exceptions and qualifications, which are
described under the heading "Description of
PHONES" in this prospectus.
Remedies....................... If any event of default occurs and is
continuing, the trustee under the Indenture
or holders of at least 25% in aggregate
principal amount of outstanding PHONES may
declare the principal thereof immediately
due and payable.
Other.......................... The PHONES vote together as a single class
for purposes of determining whether the
holders of the requisite percentage in
outstanding principal amount have taken
certain actions or exercised certain rights
under the Indenture.
11
Summary Financial Information
Alliant Energy Resources, Inc.CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our unaudited summaryshows Alliant Energy's consolidated financial information. The information set forth below was derived from Alliant
Energy Corporation's financial statements and notes. The unaudited interim
period financial information, in our opinion, includes all adjustments, which
are normal and recurring in nature, necessaryratio of
earnings to fixed charges for a fair presentation for the
periods shown. Results for the three months ended March 31, 2001 are not
necessarily indicativeeach of results to be expected for the full fiscal year.its last five years:
(Unaudited)
Three Months Ended (Unaudited)
March 31,
Year Ended December 31,
- ------------------------------------------------------------------------------------------------------
1998 1999 2000 2001 2000(1) 2000(2) 1999(3) 1998
---- ---- ---- ---- ----
(In thousands)2002
- ------------------- ----------------- ----------------- ----------------- ----------------
Income Statement Data:
Operating revenues ...................... $ 140,912 $ 62,676 $ 311,262 $ 235,039 $ 238,676
Operating income (loss) ................. 11,880 3,943 19,147 (1,209) (8,608)
Income (loss) before cumulative effect
of a change in accounting principle,
net of tax............................ (771) (16,208) 210,537 38,332 (8,898)
Net income (loss)........................ (771) (16,208) 227,210 38,332 (8,898)
(Unaudited) (Unaudited)
March 31, December 31,
2001 2000 2000 1999
---- ---- ---- ----
(In thousands)
Balance Sheet Data:
Current assets......................................... $ 217,890 $ 96,253 $ 283,841 $ 132,401
Non-current assets(4).................................. 1,807,499 2,633,389 2,028,916 1,716,148
Current liabilities.................................... 185,818 199,341 246,405 197,669
Non-current liabilities (excludes minority interest)... 457,888 686,209 627,988 502,760
Minority interest...................................... 22,243 7,107 23,341 7,208
(1) Includes $6 million of net income from gains on sales of McLeodUSA
stock in the first quarter of 2000.
(2) Includes $204 million of non-cash income related to Alliant Energy
Corporation's adoption of SFAS 133 on July 1, 2000 and $16 million of
net income from gains on sales of McLeodUSA stock in 2000.
(3) Includes $25 million of net income from gains on sales of McLeodUSA
stock in 1999.
(4) Includes the market value of McLeodUSA of $486 million at March 31,
2001, $1,607 million at March 31, 2000, $791 million at December 31,
2000 and $1,124 million at December 31, 1999.2.08 2.64 3.78 1.77 1.48
12The ratio of earnings to fixed charges calculation in the above table relates to
Alliant Energy's continuing operations. Refer to Note 16 of Alliant Energy's
"Notes to Consolidated Financial Statements" in Alliant Energy's Form 10-K for
the year ended December 31, 2002 for information related to Alliant Energy's
discontinued operations.
4
Alliant Energy CorporationDESCRIPTION OF COMMON STOCK
The following table sets forth selected consolidated financial
informationdescription of Alliant Energy Corporation.Energy's common stock summarizes
general terms and provisions that apply to the common stock. Since this is only
a summary it does not contain all of the information that may be important to
you. The information set forth below was
selected or derived from the financial statementssummary is subject to and notes of Alliant Energy
Corporation. The unaudited interim period financial information, in the opinion
of Alliant Energy Corporation, includes all adjustments, which are normal and
recurring in nature, necessary for a fair presentation for the periods shown.
Results for the unaudited three months ended March 31, 2001 are not necessarily
indicative of results to be expected for the full fiscal year. The information
set forth below is qualified in its entirety by reference to
Alliant Energy's articles of incorporation and should be read in
conjunction withits rights agreement, which are
filed as exhibits to the Alliant Energy Corporation Management's Discussionregistration statement of which this prospectus is a
part and
Analysis of Financial Condition and Results of Operations and the detailed
information and consolidated financial statements, including the notes thereto, incorporated by reference ininto this prospectus. See "Where You Can Find
More Information."
(Unaudited)
Three Months Ended
March 31, Year Ended December 31,
------------------ -----------------------------------------------------------
2001 2000 2000(1) 1999(2) 1998(3) 1997 1996
---- ---- ---- ---- ------- ---- ----
(Dollars in thousandsGeneral
Alliant Energy's articles of incorporation provide that it has authority to
issue 200,000,000 shares of common stock. The SEC has authorized Alliant Energy
under the Public Utility Holding Company Act of 1935 to issue the shares to be
offered pursuant to this prospectus. Alliant Energy does not have the authority
under its articles of incorporation to issue shares of preferred stock.
Common Stock
All of the issued and outstanding shares of Alliant Energy's common stock
are fully paid and nonassessable, and the shares of common stock being sold by
Alliant Energy, upon completion of any offering, will be fully paid and
nonassessable, except for per share data)
Income Statement Data:
Operating revenues ................... $ 852,713 $ 574,062 $2,404,984 $2,127,973 $2,130,874 $2,300,627 $2,232,840
Operating income ..................... 89,276 88,390 381,056 376,535 283,302 336,383 365,439
Income before discontinued operations
and cumulative effect of a change
in accounting principle, net of
tax................................ 33,385 19,320 381,954 196,581 96,675 144,578 157,088
Net income............................ 33,385 19,320 398,662 196,581 96,675 144,578 155,791
Per Share Data:
Income before discontinued operations
and cumulative effect of a
change in accounting principle
(diluted).......................... $ 0.42 $ 0.24 $ 4.82 $ 2.51 $ 1.26 $ 1.90 $ 2.08
Earnings per average common
share (diluted).................... $ 0.42 $ 0.24 $ 5.03 $ 2.51 $ 1.26 $ 1.90 $ 2.06
Dividends declared per common
share.............................. $ 0.50 $ 0.50 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 1.97
Balance Sheet Data:
Total assets(4)................. $6,400,716 $6,877,817 $6,733,766 $6,075,683 $4,959,337 $4,923,550 $4,639,826
Long-term obligations, net...... $2,449,961 $2,141,093 $2,128,496 $1,660,558 $1,713,649 $1,604,305 $1,444,355
Ratio of Earnings to Fixed
Charges...................... 2.01 1.40 4.37 3.19 2.17 2.77 3.21
(1) Includes $204 million ($2.58 per diluted share) of non-cash income related to Alliant Energy
Corporation's adoption of SFAS 133 on July 1, 2000 and $16 million ($0.20 per diluted share) of
net income from gains on sales of McLeodUSA stock in 2000.
(2) Includes $25 million ($0.32 per diluted share) of net income from gains on sales of McLeodUSA
stock in 1999.
(3) The 1998 financial results reflect the recording of $54 million of pre-tax merger-related
charges.
(4) Includes the market value of McLeodUSA of $486 million at March 31, 2001, $1,607 million at
March 31, 2000, $791 million at December 31, 2000, $1,124 million at December 31, 1999, $320 million
at December 31, 1998, $328 million at December 31, 1997 and $29 million at December 31, 1996.
13
RISK FACTORS
You should consider carefully, in additioneither case as provided under Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law. This provision of Wisconsin law provides
that shareowners will be personally liable up to the other information
contained and incorporated by reference in this prospectus, the following
factors before purchasing the PHONES offered hereby.
Return on the PHONES Depends on the McLeodUSA Stock
The terms of the PHONES differ from those of ordinary debt securities
because:
o the interest payments on the PHONES may change depending upon the dividend
policy of McLeodUSA or any other reference company;
o the PHONES are exchangeable for cash in an amount based on the then
exchange marketpar value of the reference shares; and
oshares
owned by them for all debts Alliant Energy owes to its employees for services
performed for the contingent principal amountCompany not exceeding six months service in any one case. A
Wisconsin trial court has interpreted "par value" to mean the subscription price
paid for the shares rather than the lower stated par value. While the Wisconsin
Supreme Court by an evenly divided vote affirmed the trial court's decision,
that affirmation technically provides no precedential effect because of the
PHONES willcourt's even decision.
Alliant Energy's common stock is entitled to such dividends as may be
adjusteddeclared from time to reflecttime by its board of directors in accordance with
applicable law. Alliant Energy's ability to pay dividends is dependent upon a
number of factors, including the accrual andability of its subsidiaries to pay dividends.
Alliant Energy's utility subsidiaries each have restrictions on the payment of
basic interest, payments on the PHONES in
respect of regular cash dividends on their common stock based on their respective bond indentures, the
reference sharesterms of their outstanding preferred stock and distributionsregulatory restrictions
applicable to them.
Only the holders of additional interest on the PHONES in respect of
distributions of cash or property on the reference shares, and otherwise
in the manner described in this prospectus. Changes in the contingent
principal amount will not affect the amount of the quarterly payments of
basic interest, of amounts relating to regular cash dividends on the
reference shares, or of additional interest.
Accordingly, the return that a holder of the PHONES will receive is not
comparable to that of an ordinary fixed income debt security issued by us.
The dividend policy of McLeodUSA is entirely outside of our control. As
of the date of this prospectus, McLeodUSA has never paid a cash dividend on its
McLeodUSA stock. You should not expect that McLeodUSA will commence paying
dividends in the future or, if commenced, that the dividend rate on the
McLeodUSA stock will remain the same during the period the PHONES are
outstanding.
It is impossible to predict whether the price of the McLeodUSA stock
will rise or fall. Trading prices of the McLeodUSAcommon stock will be influenced by
McLeodUSA's operating results and by complex and interrelated political,
economic, financial and other factors that can affect the capital markets
generally, the over-the-counter market and the market segments of which
McLeodUSA is a part. In addition, the stock market in general, and the stocks of
telecommunications and technology companies like McLeodUSA in particular, have
experienced significant volatility. These broad market and industry fluctuations
may adversely affect the trading price of the McLeodUSA stock.
As of June 30, 2001, we beneficially owned approximately 56.1 million
shares of McLeodUSA Class A Common Stock, $.01 par value per share. Our sales of
the McLeodUSA stock are subjectentitled to certain restrictions and obligations under
the Third Amended and Restated November 1998 Shareholders Agreement, dated as of
March 10, 2000, as amended, and the Third Amended and Restated January 1999
Shareholders Agreement, dated as of March 10, 2000, as amended. Our obligations
under those agreements do not affect our obligations under the PHONES.
Even though not required, we have escrowed 15,634,230 shares of
McLeodUSA stock and, subject to our stockholders' agreement relating to the
McLeodUSA stock, we currently expect to sell those shares to raise the proceeds
to pay the amount due upon exchange, maturity or redemption of the PHONES. Our
Board of Directors can, however, release these escrowed shares with a
supermajority vote.
14
Although we cannot assure you that these sales of the McLeodUSA stock will not
adversely affect the marketvote for the McLeodUSA stock or the amount due upon
exchange, maturity or redemptionelection
of the PHONES, we have no reasonmembers to believe
that any of these sales will have this effect.
You should read McLeodUSA's publicly available documents for a
discussion of the risks and uncertainties associated with McLeodUSA and the
McLeodUSA stock.
Fluctuations in the Market Value of the PHONES and the McLeodUSA Stock May
Affect Our Reported Earnings
On July 1, 2000, Alliant Energy Corporation adopted Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 requires us to split the value of
the PHONES into a debt component and a derivative component. The payment feature
tied to the McLeodUSA stock is considered an embedded derivative under SFAS 133
that must be accounted for as a separate derivative instrument. Prior to the
adoption of SFAS 133, changes in fair value of all of the McLeodUSA stock had
been recorded in the accumulated other comprehensive income component of
shareowners' equity on Alliant Energy Corporation's Consolidated Balance Sheets,
as these securities had been classified as available-for-sale. With the adoption
of SFAS 133, Alliant Energy Corporation designated 15.6 million shares of
McLeodUSA stock as trading securities. Subsequent changes in the fair value of
securities designated as trading securities are reflected as increases or
decreases in Alliant Energy Corporation's net income. These trading gains or
losses are expected to correspond with and substantially offset changes in the
intrinsic value of the derivative component of the PHONES; however, there may be
periods with significant non-cash increases or decreases to our net income
pertaining to the PHONES and the related shares of McLeodUSA stock.
McLeodUSA Has No Obligations With Respect to the PHONES
In addition to our beneficial ownership of McLeodUSA common stock, we
have contractual rights to designate one director to serve on McLeodUSA'sEnergy's board of directors and certain agreements between McLeodUSA andon all other matters.
Holders of Alliant Energy's common stock are entitled to one vote per share of
common stock held by them on all matters properly submitted to a vote of
shareowners, subject to Section 180.1150 of the Wisconsin Business Corporation
Law. See "- Statutory Provisions." Shareowners have no cumulative voting rights,
which means that the holders of shares entitled to exercise more than 50% of the
voting power are able to elect all of the directors to be elected. Alliant
Energy's board of directors is divided into three classes, with staggered terms
of three years each.
All shares of common stock are entitled to participate equally in
distributions in liquidation. Holders of common stock have no preemptive rights
to subscribe for or purchase Alliant Energy's shares. There are no conversion
rights, sinking fund or redemption provisions applicable to Alliant Energy's
common stock.
The transfer agent for Alliant Energy's common stock is Alliant Energy's
Shareowner Services Department.
Common Share Purchase Rights
Alliant Energy Corporation's public utility operating companieshas entered into a rights agreement pursuant to which each
outstanding share of its common stock, including those operating companies grant McLeodUSA accessshares being sold by
Alliant Energy pursuant to certain towers, rights-of-way,
conduitsthis prospectus, has attached a right to purchase
one-half of one share of Alliant Energy's common stock. A right will also attach
to each share of common stock that Alliant Energy subsequently issues prior to
the expiration of the rights agreement. Under circumstances described below, the
rights will entitle the holder of the rights to purchase additional shares of
common stock. In this prospectus and poles in exchangeany accompanying prospectus supplement,
unless the context requires otherwise, all references to Alliant Energy's common
stock include the accompanying rights.
5
Currently, the rights are not exercisable and trade with the common stock.
If the rights become exercisable, each full right, unless held by a person or
group that beneficially owns more than 15% of Alliant Energy's outstanding
common stock, will initially entitle the holder to purchase one half of one
share of Alliant Energy's common stock at a purchase price of $95 per full
share, or $47.50 per half share, subject to adjustment. The rights will become
exercisable only if a person or group has acquired, or announced an intention to
acquire, 15% or more of Alliant Energy's outstanding common stock. Under some
circumstances, including the existence of a 15% acquiring party, each holder of
a right, other than the acquiring party, will be entitled to purchase at the
right's then-current exercise price, shares of Alliant Energy's common stock
having a market value of two times the exercise price. If another corporation
acquires Alliant Energy after a party acquires 15% or more of Alliant Energy's
common stock, each holder of a right will be entitled to receive the acquiring
corporation's common shares having a market value of two times the exercise
price. The rights may be redeemed at a price of $0.001 per right until a party
acquires 15% or more of Alliant Energy's common stock and, after that time, may
be exchanged for capacityone share of Alliant Energy's common stock per right until a
party acquires 50% or more of Alliant Energy's common stock. The rights expire
on McLeodUSA's communications
network. Although weJanuary 20, 2009, subject to extension. Under the rights agreement, Alliant
Energy's board of directors may reduce the thresholds applicable to the rights
from 15% to not less than 10%. The rights do not have voting or dividend rights
and, until they become exercisable, have no reasondilutive effect on Alliant Energy's
earnings.
Statutory Provisions
Because Alliant Energy is a public utility holding company under the Public
Utility Holding Company Act of 1935, the SEC must approve the acquisition of any
of Alliant Energy's securities or utility assets by a registered public utility
holding company or any person who would, as a result of such acquisition, become
an affiliate of two or more public utility companies. Similarly, Section
196.795(3) of the Wisconsin Statutes provides that no person may hold or
acquire, directly or indirectly, more than 10% of the outstanding securities of
a public utility holding company such as Alliant Energy without the approval of
the Public Service Commission of Wisconsin.
Section 180.1150 of the Wisconsin Business Corporation Law provides that
the voting power of public Wisconsin corporations such as Alliant Energy held by
any person or persons acting as a group in excess of 20% of Alliant Energy's
voting power is limited to believe10% of the information concerning
McLeodUSA includedfull voting power of those shares, unless
full voting power of those shares has been restored pursuant to a vote of
shareowners. Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation
Law contain some limitations and special voting provisions applicable to
specified business combinations involving Wisconsin corporations such as Alliant
Energy and a significant shareholder, unless the board of directors of the
corporation approves the business combination or referredthe shareholder's acquisition
of shares before these shares are acquired.
Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business
Corporation Law contain special voting provisions applicable to some business
combinations, unless specified minimum price and procedural requirements are
met. Following commencement of a takeover offer, Section 180.1134 of the
Wisconsin Business Corporation Law imposes special voting requirements on share
repurchases effected at a premium to the market and on asset sales by the
corporation, unless, as it relates to the potential sale of assets, the
corporation has at least three independent directors and a majority of the
independent directors vote not to have the provision apply to the corporation.
6
DESCRIPTION OF THE DEBT SECURITIES
The following description of the terms of Resources' debt securities
summarizes general terms and provisions that apply to the debt securities.
Resources will describe the particular terms of any debt securities more
specifically in the prospectus supplement relating to those debt securities.
Resources will indicate in the prospectus supplement whether the general terms
and provisions described in this prospectus is not reliable, we do not
warrant that events have not occurred, which are not yet publicly disclosed by
McLeodUSA, that would affect either the accuracy or completeness of the
information concerning McLeodUSA included or referred to in this prospectus.
McLeodUSA is not involved in the offering of the PHONES and has no obligations
with respect to the PHONES, including any obligation to take our interests
(other than as a holder of the McLeodUSA stock) or your interests into
consideration for any reason or under any circumstance.
McLeodUSA did not receive any of the proceeds of the original offering
of the PHONES, will not receive any proceeds of the resale of the PHONES from
any security holder and was not responsible for, and did not participate in,
determining the timing of, prices for or quantities of the PHONES originally
offered or those resold hereby. McLeodUSA is not involved with the
administration, marketing or trading of the PHONES nor in the preparation of
this prospectus and has no obligations with respect to the amount to be paid to
holders of the PHONES upon exchange, maturity or redemption. Holders of the
PHONES are not entitled to any rights with respect to the McLeodUSA stock other
than indirectly pursuant to the express terms of the PHONES.
15
Basic Interest May be Deferred
We can defer quarterly basic interest payments on the PHONES as many
times as we want beginning after the February 15, 2003 payment, but only for up
to 20 consecutive quarterly periods. We cannot defer payments in respect of
regular cash dividends or additional interest distributions at any time, and we
cannot defer quarterly basic interest payments if an event of default under the
PHONES has occurred and is continuing. A deferral of basic interest payments
cannot extend beyond the maturity date of the PHONES.
If we defer quarterly basic interest payments, the contingent principal
amount of the PHONES will be increased by the amount of the deferred quarterly
basic interest payments, plus accrued interest thereon, at an annual rate equal
to 2.50%, compounded quarterly at that rate, and the early exchange ratio (as
defined on page 9) will be 100% of the reference shares for the quarter
following each deferral of a payment of quarterly basic interest. Once we have
paid all deferred quarterly basic interest, plus accrued interest thereon,
together with the quarterly basic interest payment for the current quarterly
interest payment period, the contingent principal amount will be reduced by the
amount of that payment of deferred quarterly basic interest plus accrued
interest thereon, the early exchange ratio will change to 95% of the reference
shares, and we can again defer quarterly basic interest payments as described
above.
The Number of Reference Shares Attributable to Each PHONES Will Not Adjust for
Some Dilutive Transactions Involving the Reference Shares
If specific dilutive or anti-dilutive events occur with respect to the
reference shares, the number and type of reference shares that will be used to
calculate the amount you will receive upon exchange, maturity or redemption of a
PHONES will be adjusted to reflect such events. These adjustments will not take
into account various other events, such as offerings of the reference shares for
cash or business acquisitions by a reference company with the reference shares,
that may adversely affect the price of the reference shares and may adversely
affect the trading price of and market value of the PHONES. We cannot assure you
that a reference company will not make offerings of the reference shares or
other equity securities or enter into such business acquisitions in the future.
See "Description of PHONES--Dilution Adjustments" in this prospectus.
The PHONES are Unsecured Obligations That Rank Equally With Existing and Future
Additional Senior Indebtedness
Neither the PHONES nor the Indenture under which the PHONES were issued
limit our or our subsidiaries' ability to incur additional senior indebtedness,
or to grant liens on assets to secure indebtedness, to pay dividends or to
repurchase shares of capital stock. The Indenture does not contain any
provisions specifically intended to protect holders of the PHONES in the event
of a sudden and significant decline in our credit quality or a highly leveraged
transaction involving us, including a change of control, or other similar
transaction that may adversely affect holders of the PHONES.
The PHONES are not Secured by any of Our Assets, Including the Shares of
McLeodUSA Stock That We Currently Own
The PHONES are not secured by any of our assets, including our shares
of McLeodUSA stock, or the assets of Alliant Energy Corporation. The PHONES are,
however, unconditionally guaranteed by Alliant Energy Corporation. The PHONES
are our senior debt that ranks equal to our $250 million 7 3/8% Senior Notes due
2009, which we issued in November 1999 and exchanged for replacement notes in
May 2000.
16
Potential Adverse Tax Consequences of Purchasing the PHONES
If you are considering purchasing the PHONES, you should reach an
investment decision only after consulting with your advisors as to the
suitability of an investment in the PHONES in light of your particular
circumstances. You should also consider the tax consequences of investing in the
PHONES. The amount of interest income required to be included by you for each
year will be in excess of the quarterly interest payments you actually receive.
As a result, you will be required to include amounts in income as ordinary
income, in advance of the receipt of the related cash. Any gain recognized by
you on the sale or exchange of the PHONES will be ordinary interest income; any
loss will be ordinary loss to the extent of the interest previously included in
income, and thereafter, capital loss. See "Certain United States Federal Income
Tax Considerations."
17
PRICE RANGE AND DIVIDEND HISTORY OF THE MCLEODUSA STOCK
The McLeodUSA stock is listed and traded on The Nasdaq Stock Market
under the symbol "MCLD."
The following table sets forth, for the calendar quarters indicated
(ended March 31, June 30, September 30 and December 31), the range of high and
low sales prices of the McLeodUSA stock as reported on The Nasdaq Stock Market.
All prices have been adjusted for the 2 for 1 stock split effective July 27,
1999 and the subsequent 3 for 1 stock split effective April 24, 2000. To date,
McLeodUSA has never paid a cash dividend on its McLeodUSA stock.
McLeodUSA Stock
Price
High Low
1999:
First quarter..................................... $ 7.375 $ 5.063
Second quarter.................................... 10.319 7.281
Third quarter..................................... 14.250 7.542
Fourth quarter.................................... 21.125 12.208
2000:
First quarter..................................... 35.938 16.500
Second quarter.................................... 29.500 13.688
Third quarter..................................... 25.125 10.500
Fourth quarter.................................... 19.500 11.500
2001:
First quarter..................................... 22.562 8.250
Second quarter.................................... 9.810 2.300
Third quarter (through July 18, 2001)............. 4.170 2.730
On March 25, 2001, there were 5,138 holders of record of the McLeodUSA
stock. The last reported sales price of the McLeodUSA stock on The Nasdaq Stock
Market on July 18, 2001 was $2.78.
18
USE OF PROCEEDS
We are registering the PHONES for resale by the selling security
holders to satisfy our obligations under the registration rights agreement we
entered into in connection with the original issuance of the PHONES. We will not
receive any cash proceeds from the resale of the PHONES by the selling security
holders.
19
DESCRIPTION OF OUTSTANDING INDEBTEDNESS
The following is information concerning our indebtedness other than the
PHONES.
We are a partyapply to a revolving 3-Year Credit Agreement with various
banking institutions. This agreement extends through October 2003, with one-year
extensions available upon agreement by the parties. We also use unused borrowing
availability under this agreement to support our commercial paper program. A
combined maximum of $450 million of borrowings under this agreement and
commercial paper backed by this facility may be outstanding at any time.
Interest rates and maturities are set at the time of borrowing. The rates are
based upon quoted market prices and the maturities are less than one year. At
March 31, 2001, we had no direct borrowings under this facility and $418 million
of commercial paper outstanding and backed by this facility, with interest rates
ranging from 4.90% to 6.37% and maturities ranging from six to 54 days. We
intend to continue issuing commercial paper backed by this facility. At March
31, 2001, we had $32 million of credit capacity available under this facility.
No conditions existed at March 31, 2001 that would prevent the issuance of
commercial paper or direct borrowings under the 3-Year Credit Agreement.
We are also a party to a revolving 364-Day Credit Agreement with
various banking institutions. This agreement extends through October 15, 2001,
with 364-day extensions available upon agreement by the parties. We also use the
unborrowed portion of this agreement to support our commercial paper program. A
combined maximum of $150 million of borrowings under this agreement and
commercial paper backed by this facility may be outstanding at any one time.
Interest rates and maturities are set at the time of borrowing. The rates are
based upon quoted market prices and the maturities are less than one year. At
March 31, 2001, we had no borrowings under this facility and no commercial paper
backed by this facility outstanding and we had $150 million of credit capacity
available under this facility. No conditions existed at March 31, 2001 that
would prevent the issuance of commercial paper or direct borrowings under the
364-Day Credit Agreement.
In November 1999, we completed a private placement of $250,000,000 of
our 7-3/8% Senior Notes due 2009 in accordance with Rule 144A under the
Securities Act of 1933. Alliant Energy Corporation has agreed to fully and
unconditionally guarantee the payment of principal and interest on the 7-3/8%
Senior Notes. In May 2000, we exchanged new registered 7-3/8% Senior Notes due
2009 for all our outstanding unregistered 7-3/8% Senior Notes due 2009. Both
series of 7-3/8% Senior Notes were issued asparticular series of debt
under the same
indenture that the PHONES were. The 7-3/8% Senior Notes mature on November 9,
2009 and rank equally with the PHONES.
20
DESCRIPTION OF PHONES
The PHONES were issued as asecurities.
Resources will issue, in one or more series, of debt securities under and
governed by an
Indenture,indenture, dated as of November 4, 1999, as supplementedbetween Resources and amended by the First Supplemental Indenture, dated as of November 4, 1999, and
by the Second Supplemental Indenture dated February 1, 2000 creating the PHONES
(the Second Supplemental Indenture is referred to herein as the "Supplemental
Indenture," and collectively with the Indenture and the First Supplemental
Indentures as the "Indenture"), between us and FirstarU.S. Bank, N.A.,
as trustee and paying agent, (the "Trustee"). The followingas supplemented and amended from time to time. This
indenture, as supplemented and amended, is referred to in this prospectus as the
indenture. This section briefly summarizes the indenture. Since this is only a
summary, of certain provisionsit does not contain all of the Indenture, the PHONESinformation that may be important to
you. The summary is subject to and the guarantee is not complete, and is qualified in its entirety by reference to the
provisionsindenture which is filed as an exhibit to the registration statement of which
this prospectus is a part and incorporated by reference into this prospectus.
See "Where You Can Find More Information." Parenthetical section references
under this heading are references to sections of the Indenture. The Indenture is
not qualified as an indenture under the Trust Indenture Act of 1939. Copies of
the Indenture are available for inspection on any business day during normal
business hours at the office of the Trustee in Milwaukee, Wisconsin or New York,
New York. The holders of PHONES are entitled to the benefits of, are bound by,
and are deemed to have notice of, all the provisions of the Indenture. Wherever
defined terms of the Indenture are referred to, such defined terms are
incorporated herein by reference.indenture.
General
The Indentureindenture does not limit the aggregate principal amount of debt
securities that Resources may be issued thereunderissue and provides that it may issue debt
securities may
be issuedunder the indenture from time to time in one or more series as
provided in a supplemental indenture or Board Resolution. The PHONES are unconditionally guaranteed by
Alliant Energy Corporation, were initially limiteda resolution of its board of directors.
(Section 2.1).
Resources will describe in each prospectus supplement the following terms
that apply to 5,940,960 PHONES and
mature on February 15, 2030.
Asthe debt securities offered under that prospectus supplement:
o the title of the date hereof,series of debt securities;
o any limit on the only debt securities outstanding under the
Indenture are $250 million aggregate principal amount of our 7 3/8% Senior Notes
due 2009 (whether initial issuance or issued on registered exchange therefore).
The provisionsthe debt securities of
the Indenture described below are also generally applicableseries;
o the dates on which Resources must pay principal;
o the rates at which the debt securities will bear interest or the
manner in which interest will be determined, if any interest is
payable;
o the dates from which any interest will accrue, the dates on which
Resources must pay interest and the record date for determining who is
entitled to our senior notes.
Interest
Weany interest payment;
o the places where Resources must pay the debt securities;
o the terms and conditions on which Resources may redeem the debt
securities;
o the terms and conditions of any sinking fund;
o if other than denominations of $1,000 and integral multiples thereof,
then the denominations in which Resources may issue the debt
securities;
o if other than the principal amount of the securities, then the amount
Resources will pay if the maturity of the debt securities is
accelerated;
o whether the debt securities will be issued as securities registered
with the registrar, not registered with the registrar or both;
o whether Resources will issue the debt securities in the form of one or
more global securities and, if so, the identity of the depository for
the global security or securities;
7
o if other than the currency of the United States, then the currencies,
or composite currencies, in which the debt securities will be
denominated and in which Resources will make quarterly basic interest payments in an amount equal to
$1.2280 per PHONES, reflecting a basic interest rate of 7.25% per year on the originaldebt
securities;
o if Resources or a holder may elect to have the principal amount, through February 15, 2003, and thereafter in an
amount equal to $.4234 per PHONES, reflecting a basic interest rate of 2.50% per
year on the original principal amount, in each case plus the amount of any
regular cash dividends paid on the reference shares attributable to each PHONES.
Interest on the PHONES is paid quarterly in arrears on February 15, May
15, August 15 and November 15 of each year, to holders of record at the close of
business on February 1, May 1, August 1 or November 1, as the case may be,
immediately preceding that payment date whether or not a business day, but
subject to our right to defer quarterly payments of basic interest beginning
after the February 15, 2003 payment. When we refer in this prospectus to the
basic interest
on the PHONES atdebt securities be payable in a particular time, we meancurrency other than the
basicsecurities' stated currency, then the terms of such election;
o if the principal or interest as
computed atpayable is determined with reference to
an index based on currency other than the basic ratedebt securities' stated
currency, then the manner in effect at that time.
We will also distribute to you, as additional interest onwhich the PHONES,
any property, including cash (other than any regular cash dividends),
distributed on or with respect to the reference shares (other than publicly
traded equity securities, which will themselves become reference shares). If the
additional interest on the reference shares includes publicly traded securities
(other than equity securities) that can be transferred by us to you without
registration under the federal securities laws and without breach of our
contractual arrangements with McLeodUSA, and thatamounts will be freely transferable in
your hands, then we will distribute those securities to you. We will not,
however, distribute fractional units of securities to you. We will pay you
21
cash instead of distributing the fractional units. Otherwise, we will distribute
to you the then fair market value of any property comprising additional
interest, including publicly traded securities not meeting the standards set
forth above, as determined in good faith by our board of directors. We will
distribute any additional interest to holders of the PHONES within 20 business
days after it is distributed to us. The record date for any distribution of
additional interest will be the 10th business day after the date any cash or
property is distributed to us.
The contingent principal amount for each PHONES will be increased
during each quarter, based on the contingent principal amount at the beginning
of the quarter, by an amount equal to interest accrued on that beginning
contingent principal amount at the basic interest rate on the PHONES then in
effect, and will be reduced by the following amounts on the dates they are paid
to holders of the PHONES:
o the quarterly basic interest payment made on the PHONES;
o any amounts paid on the PHONES in respect of regular cash dividends
paid on the reference shares during the quarter;determined; and
o any amounts paid onother terms of the PHONESdebt securities and any other deletions from or
modifications or additions to the indenture in respect of the amountdebt
securities. (Section 2.2).
Alliant Energy Guarantee
Alliant Energy has agreed under the indenture to fully and unconditionally
guarantee the payment of the fair
market valueprincipal of, any additional interest payments made during the
quarter.
As a result, the quarterly computations of the contingent principal
amount will be made such that the yield to each date of computation (including
all quarterly basic interest, all amounts paid in respect of regular cash
dividends on the reference shares, and the fair market value of any additional
interest payments) does not exceed a 7.25% annual yield, if such date of
computation is on or before February 15, 2003, or the weighted average of a
7.25% annual yield through February 15, 2003, and of a 2.50% annual yield
thereafter, if such date of computation is after November 15, 2002.
Notwithstanding the foregoing, in the event that we redeem the PHONES on a date
which is between February 6 and February 15, 2003, the contingent principal
amount will not be increased by an amount equal to the interest accrued on the
beginning contingent principal amount for the quarterly interest payment period
beginning on November 15, 2002. In no event will the contingent principal amount
be less than zero. Changes in the contingent principal amount will not affect
the amount to be paid to holders of PHONES in respect of the quarterly interest
payments of basic interest, amounts relating to regular cash dividends on the
reference shares, or additional interest.
If basic interest or additional interest is payable on a date that is
not a business day (as defined at the end of this paragraph), payment will be
made on the next business day (and without any interest or other payment in
respect of this delay). A "business day" means any day that is not a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies in the City of New York are authorized or obligated by law to close.
Principal, premium, if any, and interest or distributions on,
the PHONES
will bedebt securities as these items become due and payable, whether at the officematurity,
upon redemption or agency we maintain for such purpose within the
City and State of New York or, at our option, payment of interest may be made by
check mailedotherwise, according to the holdersterms of the PHONESdebt securities and
the indenture. Alliant Energy will determine, at their respective addresses set
forth in the register of holders of the PHONES. Until we otherwise designate,
our office or agency in New York will be the office of the trustee maintained
for that purpose. The PHONES have been issued in denominations ofleast one PHONES and
integral multiples thereof.
22
Deferral of Interest Payments
If no event of default has occurred and is continuing under the PHONES,
we can, on one or more occasions beginning after the February 15, 2003 payment,
defer quarterly basic interest payments on the PHONES for up to 20 consecutive
quarterly periods. If we terminate a deferral period and subsequently elect to
defer quarterly basic interest payments, we will again be subjectbusiness day prior to
the 20
consecutive quarterly period limitation.
Any deferral of basic interest payments cannot extend, however, beyond
the maturity date of the PHONES. We can never defer distributions of additional
interest or quarterly payments equal to regular cash dividends paid on the
maximum number of reference shares.
If we defer quarterly payments of basic interest, the contingent
principal amount of the PHONES will increase by the amount of the deferred
quarterly payments of basic interest, plus accrued interest thereon at an annual
rate equal to 2.50%, compounded quarterly, and the early exchange ratio will be
100% of the reference shares for the quarter following each deferral ofupon which a payment of quarterly interest. Once we have paid all deferred quarterly basicprincipal of, and premium, if any, or interest
plus accrued interest thereon, together withon, any series of debt securities is due and payable, whether Resources has
available the quarterly basic
interest payment for the current quarterly interest payment period, the
contingent principal amount will be reduced by the amount of that payment of
deferred quarterly basic interest plus accrued interest thereon, the early
exchange ratio will changefunds to 95% of the reference shares, and we can again
defer quarterly basic interestmake these payments as described above.they become due and payable. If
we electResources fails to defer basicpay principal, premium, if any, or interest, on the PHONES in any particular
quarter, wethen Alliant
Energy will give the trustee notice. We will also prepare a press releasecause these payments to be made as they become due and provide it to DTC for dissemination through the DTC broadcast facility. We
will give this notice one business day before the earlier of:
o the record date for the next date that interest on the PHONES is
payable; or
o the date we are required to give notice to The Nasdaq Stock Market
(or any other applicable self-regulatory organization) or to holders
of the PHONES as of the record date or the date any quarterly
interest payment is payable.
We refer to the last date on which we can give notice that we intend to
defer the payment of basic interest in respect of a quarterly payment of
interest as a deferral notice date.
We have no current intention of deferring basic interest payments on
the PHONES.
Principal Amount
The original principal amount per PHONES is equal to $67.75. The
minimum amount payable,
whether at maturity, upon redemption, or maturityotherwise, as if these payments were
made by Resources. Alliant Energy's obligations will be unconditional regardless
of the validity or enforceability of, or the absence of any action to enforce,
the debt securities or the indenture, any waiver or consent by a holder of debt
securities, the recovery of any judgment against Resources or any action to
enforce a judgment against Resources. Alliant Energy will be subrogated to all
rights of a PHONES (which we referholder of debt securities against Resources with respect to as the contingent principal amount) was $67.75 as of May 15, 2001. The
contingent principal amount for each PHONES will be increased during each
quarter, based on the contingent principal amount at the beginning of the
quarter, by an amount equal to interest accrued on that beginning contingent
principal amount at the basic interest rate on the PHONES then in effect, and on
the dates the following amounts are paid to holders of the PHONES, will be
reduced by:
o the quarterly basic interest payment made on the PHONES;
o any
amounts paid on the PHONES in respect of regular cash dividends
paid on the reference shares during the quarter; and
23
o any amounts paid on the PHONES in respect of the market value of any
additional interest payments made during the quarter.
Notwithstanding the foregoing, in the event that we redeem the PHONES on a date
which is between February 6 and February 15, 2003, the contingent principal
amount will not be increased by an amount equalAlliant Energy pursuant to the interest accrued on the
beginning contingent principal amount for the quarterly interest payment period
beginning on November 15, 2002. In no event will the contingent principal amount
be less than zero.
If the contingent principal amount is reduced to zero or if all of the
reference shares cease to be outstanding as a result of a tender offer, an
exchange offer, a business combination or otherwise, the maturity of the PHONES
will not be accelerated, the PHONES will continue to remain outstanding until
the maturity date unless earlier redeemed by us, and you will receive the
contingent principal amount, if any, on the redemption date or the maturity
date.
At maturity you will be entitled to receive the higher of (a) the
contingent principal amount of the PHONES or (b) the sum of the then current
market value (as defined on page 26) of the reference shares on the maturity
date plus any deferred quarterly payments of basic interest (including any
accrued interest thereon), plus, in the case of either (a) or (b), the final
period distribution. In addition, if the distribution date for any distribution
of additional interest falls after the maturity date, we will make the
distribution on the distribution date.
A "final period distribution" means, in respect of (a) the maturity
date, a distribution determined in accordance with clauses (2), (3) and (4)
below, and (b) the redemption date, a distribution determined in accordance with
clauses (1), (2), (3) and (4) below. If the redemption date is in connection
with a rollover offering, the distribution determined in accordance with clause
(4) shall be all dividends and distributions on or in respect of the reference
shares on the pricing date (defined below) would be entitled to receive.
(1) Unless (a) the redemption date of the PHONES is also a quarterly
interest payment date or (b) quarterly interest has been deferred for the then
current quarterly dividend period, an amount equal to the basic annual interest
rate on the PHONES accrued on the original principal amount of the PHONES from
the most recent interest payment date to the date of redemption, or to the date
of the next quarterly interest payment date in the case of a redemption of the
PHONES on a date which is between February 6 and February 15, 2003, plus
(2) a distribution equal to the sum of all dividends and distributions on
or in respect of the reference shares declared by the applicable reference
company and for which the ex-date for the dividend or distribution falls during
the period from the date we issue the PHONES to the most recent interest payment
date and which have not been distributed to holders of reference shares prior to
the most recent interest payment date, plus
(3) a distribution equal to the sum of all dividends and distributions on
or in respect of the reference shares which a holder of reference shares on the
latest ex-date for a dividend or distribution occurring during the period from
the most recent quarterly interest payment date to the date immediately
preceding the first trading day of the averaging period (as defined below) is
entitled to receive, plus
24
(4) a distribution equal to the sum of, for each successive day in the
averaging period that is anticipated on the first day of the averaging period to
be a trading day, the amounts determined in accordance with the following
formula:
E x (1-0.05n)
where:
E = all dividends and distributions on or in respect of the
reference shares which a holder of the reference shares on the
applicable day would be entitled to receive, provided that the
ex-date for the dividend or distribution date that occurs on a
day that is not a scheduled trading day shall be deemed to
have occurred on the immediately preceding scheduled trading
day; and
n = the number of scheduled trading days that have elapsed in
the averaging period with the first trading day of the
averaging period being counted as zero.
A holder of the PHONES is only entitled to receive distributions
determined in accordance with clauses (2), (3) or (4) to the extent actually
distributed by the applicable reference company. Cash amounts paid by the
applicable reference company on reference shares as described in clauses (2),
(3) or (4) before the redemption date or the maturity date, as the case may be,
will be paid on the redemption date or the maturity date, as the case may be.
All other property distributed, or the cash value of the property, will be
distributed within 20 business days after it is distributed to us.
Exchange Option
You may at any time or from time to time exchange a PHONES for an
amount of cash equal to a percentage of the then exchange market value of the
reference shares attributable to each PHONES (which we refer to as the early
exchange ratio). The early exchange ratio will be equal to:
o 95% of the then exchange market value of the reference shares
attributable to each PHONES; or
o during a deferral of the quarterly interest payments on the PHONES
or, if we so elect, during the pendency of any tender or exchange
offer for any of the reference shares, 100% of the then exchange
market value of the reference shares attributable to each PHONES.
We will pay you the amount due upon exchange as soon as reasonably
practicable after you deliver an exchange notice to the trustee, but in no event
earlier than three trading days after the date of your notice or later than 15
trading days after the date of your notice.
The "exchange market value" means the closing price (as defined below)
on the trading day (as defined below) following the date you deliver an exchange
notice to the trustee, unless more than 200,000 PHONES have been delivered for
exchange on that date. If more than 200,000 PHONES have been delivered for
exchange, then the exchange market value shall be the average closing price on
the five trading days following that date.
If more than 200,000 PHONES are delivered for exchange on any one day,
we will give the trustee notice. We will also issue a press release prior to
9:00 a.m. New York City time on the next trading day, and provide it to DTC for
dissemination through the DTC broadcast facility. Our failure to provide this
notice, however, will not affect the determination of exchange market value as
described above.
25
So long as the PHONES are held through The Depository Trust Company of
New York City ("DTC"), you may exercise your exchange right through the relevant
direct participant in the DTC ATOP system. If the PHONES are held in
certificated form, you may exercise your exchange right as follows:
o complete and manually sign an exchange notice in the form available
from the trustee and deliver this notice to the trustee at the
office maintained by the trustee for this purpose;
o surrender the PHONES to the trustee;
o if required, furnish appropriate endorsement and transfer documents;
and
o if required, pay all transfer or similar taxes.
Pursuant to the indenture, the date on which all of the foregoing
requirements have been satisfied is the redemption date with respect to the
PHONES delivered for exchange.
As of June 30, 2001, we beneficially owned approximately 56.1 million
shares of McLeodUSA stock. We may, but are not required to, hold a number of
shares of the McLeodUSA stock equal to the number of the PHONES outstanding
until maturity or redemption of the PHONES and, subject to our stockholders
agreement concerning the McLeodUSA stock, sell those shares to raise the
proceeds to pay the amount due upon exchange, maturity or redemption of the
PHONES. Although we cannot assure you that these sales of the McLeodUSA stock
will not adversely affect the market for McLeodUSA stock or the amount due upon
exchange, maturity or redemption, we have no reason to believe that any of these
sales will have this effect.
Redemption
We may redeem at any time all but not some of the PHONES at a
redemption price equal to the sum of (a) the higher of (1) the contingent
principal amount of the PHONES or (2) the sum of the then current market value
of the reference shares on the redemption date plus any deferred quarterly
payment of interest (including any accrued interest thereon), plus, in the case
of either (1) or (2), the final period distribution, and (b) a redemption
premium in an amount equal to $8.8007 per PHONES if we redeem prior to the
quarterly interest payment date on August 15, 2001, and that amount as
successively reduced by $1.2280 per PHONES if we redeem prior to each following
quarterly interest payment date through the quarterly interest payment date on
February 15, 2003, except that no amount referred to in this clause (b) will be
payable in the event we redeem between February 6 and February 15, 2003. In
addition, if the distribution date for any distribution of additional interest
falls after the redemption date, we will make the distribution on the
distribution date.
The "current market value" (other than in the case of a rollover
offering, which is described below) is defined as the average closing price per
reference share on the 20 trading days (which we refer to as the averaging
period) immediately prior to (but not including) the fifth business day
preceding the maturity date or the redemption date, as the case may be;
provided, however, that for purposes of determining the payment required upon
redemption in connection with a rollover offering, "current market value" means
the closing price per reference share on the trading day immediately preceding
the date that the rollover offering is priced (which we refer to as the pricing
date) or, if the rollover offering is priced after 4:00 p.m., New York City
time, on the pricing date, the closing price per share on the pricing date,
except that if there is not a trading day immediately preceding the pricing date
or (where pricing occurs after 4:00 p.m., New York City time, on the pricing
date) if the pricing date is not a trading day, "current market value" means the
market value per reference share as of the redemption date as determined by a
nationally recognized independent investment banking firm retained by us.
26
A "rollover offering" means a refinancing of the PHONES by way of
either (a) a sale of the reference shares or (b) a sale of securities that are
priced by reference to the reference shares, in either case, by means of a
completed public or private offering or offerings by us and which is expected to
yield net proceeds which are sufficient to pay the redemption amount for all of
the PHONES. The trustee will notify you if we elect to redeem your PHONES in
connection with a rollover offering not less than 30 nor more than 60 business
days prior to the redemption date. We will also issue a press release prior to
4:00 p.m., New York City time, on the business day immediately before the day on
which the closing price of the reference shares is to be measured for the
purpose of determining the current market value in connection with a rollover
offering. The notice will state we are firmly committed to price the rollover
offering, will specify the date on which the rollover offering is to be priced
(including whether the rollover offering will be priced during trading on the
pricing date or after the close of trading on the pricing date) and
consequently, whether the closing price for the reference shares by which the
current market value will be measured will be the closing price on the trading
date immediately preceding the pricing date or the closing price on the pricing
date. We will provide that press release to DTC for dissemination through the
DTC broadcast facility.
The "closing price" of any security on any date of determination means
the closing sale price (or, if no closing sale price is reported, the last
reported sale price) of that security (regular way) on The Nasdaq Stock Market
on that date or, if that security is not listed for trading on The Nasdaq Stock
Market on that date, as reported in the composite transactions for the principal
United States securities exchange on which that security is so listed, or if
that security is not so listed on a United States national or regional
securities exchange, the last quoted bid price for that security in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization. In the event that no such quotation is available for any day, our
board of directors will be entitled to determine the closing price on the basis
of those quotations that it in good faith considers appropriate. To the extent
that trading of reference shares normal way continues past 4:00 p.m., New York
City time, "closing price" shall be deemed to refer to the price at the time
that is then customary for determining the trading day's index levels for stocks
traded on the primary national securities exchange or automated quotation system
on which the reference shares are then traded or quoted. All references to 4:00
p.m., New York City time, in the definition of "current market value" shall
thereafter be deemed to refer to the then customary determination time.
A "trading day" is defined as a day on which the security, the closing
price of which is being determined, (a) is not suspended from trading on any
national or regional securities exchange or association or over-the-counter
market at the close of business and (b) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of that security.
We will give you 30 business days' notice before the redemption of the
PHONES and will irrevocably deposit with the trustee sufficient funds to pay the
redemption amount. Distributions to be paid on or before the redemption date of
the PHONES will be payable to the holders on the record dates for the related
dates of distribution.
Once notice of redemption is given and funds are irrevocably deposited,
interest on the PHONES will cease to accrue on and after the date of redemption
and all rights of the holders of the PHONES will cease, except for the right of
the holders to receive the redemption amount (but without interest on that
redemption amount).
If the redemption date is not a business day, then the redemption
amount will be payable on the next business day (and without any interest or
other payment in respect of that delay).
27
If we improperly withhold or refuse to pay the redemption amount for
the PHONES, interest on the PHONES will continue to accrue at an annual rate
equal to the basic rate of interest then in effect, even if such rate is lower
than the rate in effect when the amount owed originally accrued, from the
original redemption date to the actual date of payment. In this case, the actual
payment date will be considered the redemption date for purposes of calculating
the redemption amount. The final period distribution will be deemed paid on the
original redemption date to the extent paid as set forth in the definition of
final period distribution above.
In compliance with applicable law (including the U.S. securities laws),
we and our affiliates may, at any time, purchase outstanding PHONES by tender
offer, in the open market or by private agreement.guarantee.
Ranking
The PHONES are ourdebt securities will be senior, unsecured and unsubordinated
obligations of Resources, ranking equally and ratably with all ourits other senior,
unsecured and unsubordinated obligations. The PHONES are unconditionally guaranteed by Alliant
Energy Corporation. The guarantees are unsecured obligations of Alliant Energy
Corporation and rank equally with all other unsecured and unsubordinated
indebtedness of Alliant Energy Corporation. Because we areResources is a holding company
and conductconducts substantially all of ourits operations through ourits subsidiaries, the
rights of ourits creditors, including those under the PHONES,debt securities, to
participate in any distributions of the assets of any of ourResources' subsidiaries
or joint ventures, upon liquidation or reorganization or otherwise, are
necessarily subject, and therefore arewill be effectively subordinated, to the
prior claims of creditors of any of ourResources' subsidiaries or joint ventures,
(including trade creditors and holders of
indebtedness issued by such subsidiary or joint venture), except to the extent ourResources' claims as a creditor may be recognized.
In addition, becausethe guarantees will be unsecured obligations of Alliant Energy
Corporationand will rank equally with all other unsecured and unsubordinated indebtedness
of Alliant Energy. Because Alliant Energy is a holding company whichthat conducts
substantially all of its operations through subsidiaries, including us,Resources,
the right of Alliant Energy, Corporation, and hence the right of creditors of Alliant Energy,
Corporation (includingincluding holders of the PHONESdebt securities through the guarantee),guarantees, to participate
in any distribution of assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of such subsidiaries, except to the extent that claims of Alliant
Energy Corporation itself as a creditor of the subsidiary may be recognized.
The PHONES aredebt securities will also be effectively subordinated to all of
ourResources' future secured indebtedness, and the related guarantees arewill be
effectively subordinated to all future secured indebtedness of Alliant Energy Corporation.
Amount Payable Upon Bankruptcy
Upon dissolution, winding-up, liquidationEnergy.
Payments
Unless Resources otherwise states in the prospectus supplement, Resources
will pay principal of, and premium, if any, and interest on, the debt securities
at the office or reorganization, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other
similar proceedings in respect of our company, holdersagency it maintains for that purpose, initially the corporate
trust office of the PHONES should betrustee. Resources may designate additional paying agents,
rescind the designation of any paying agent or
8
approve a change in the office through which any paying agent acts, but
Resources must maintain a paying agent in each place where payments on the debt
securities are payable. (Section 2.04). Resources may pay interest on debt
securities it issues in registered form by check mailed to the address of the
persons entitled to a claim against usthe payments. Resources will pay interest on debt securities
issued in an amount equalregistered form on any interest payment date to the higher of (a) the
contingent principal amountregistered owners
of the PHONES or (b)debt securities at the sumclose of business on the regular record date for
the interest payment date. (Section 2.05) All moneys Resources pays to the
paying agent for the payment of the then currentprincipal of, or premium, if any, or
interest on, any debt securities that remain unclaimed at the end of two years
after such principal, premium, if any, or interest has become due and payable
will be repaid to Resources and the holder of the debt securities will
thereafter look only to Resources for payment of any such amounts. (Section
4.05).
Purchase and Cancellation
Resources may at any time purchase debt securities in the open market value (without giving effector
otherwise at any price, subject to applicable U.S. securities laws. Any debt
securities so purchased must be promptly surrendered to the provisions relatingtrustee for
cancellation.
All debt securities that Resources redeems or purchases will promptly be
canceled. Any debt securities in certificated form so canceled will be forwarded
to rollover
offerings)or to the order of the reference shares plustrustee and may not be reissued or resold. (Section
2.13).
U.S. Federal Income Tax Considerations
Resources may issue the debt securities as original issue discount
securities, bearing no interest or bearing interest at a rate, which, at the
time of issuance, is below market rates, to be sold at a substantial discount
below their principal amount. Resources will describe some special U.S. federal
income tax and other considerations applicable to any deferred quarterly payments of
interest (including any accrued interest thereon), plus,debt securities that are
issued as original issue discount securities in the caseapplicable prospectus
supplement.
If the purchase price of either
(a)any debt securities is payable in one or (b),more
foreign currencies or composite currencies, if any debt securities are
denominated in one or more foreign currencies or composite currencies or if any
payments on the final period distribution determined as ifdebt securities are payable in one or more foreign currencies or
composite currencies, then Resources will describe the date of such
event was the maturity date of the PHONES.
Dilution Adjustments
For purposes of this offering memorandum, "reference company" means
McLeodUSA and any other issuer of a reference share.
A "reference share" means, collectively:
28
o currently, 2.6316 shares of McLeodUSA stock;
o each share or fraction of a share of publicly traded equity
securities received by a holder of a reference share in respect of
that reference share, and, to the extent the reference share remains
outstanding after any of the following events but without
duplication, including the reference share, in each case directly or
as the result of successive applications of this paragraph upon any
of the following events:
o the distribution on or in respect of a reference share in
reference shares;
o the combination of reference shares into a smaller number of
shares or other units;
o the subdivision of outstanding shares or other units of
reference shares;
o the conversion or reclassification of reference shares by
issuance or exchange of other securities;
o any consolidation or merger of a reference company, or any
surviving entity or subsequent surviving entity of a reference
company (which we refer to as a reference company successor),
with or into another entity (other than a merger or
consolidation in which the reference company is the continuing
corporation and in which the reference company common stock
outstanding immediately prior to the merger or consolidation
is not exchanged for cash, securities or other property of the
reference company or another corporation);
o any statutory exchange of securities of the reference company
or any reference company successor with another corporation
(other than in connection with a merger or acquisitionrestrictions, elections,
some U.S. federal income tax considerations, specific terms and other
than a statutory exchange ofinformation about the debt securities in whichand the reference company is the continuing corporation and in which
the reference company common stock outstanding immediately
prior to the statutory exchange is not exchanged for cash,
securitiesforeign currency or other property of the reference company or
another corporation); or
o any liquidation, dissolution or winding up of the reference
company or any reference company successor; and
o a reference share as adjusted by any reference share offer
adjustment.
As described above under "Interest," we will pay as additional interest
to holders of the PHONES any property received in distribution on a reference
share, unless it is also a reference share, in which case it shall become part
of a reference share. Upon any distribution of fractional shares or units of
securities, other than fractional reference shares, we will pay the holders cash
in lieu of distribution of such fractional shares or other units.
A "reference share offer" means any tender offer or exchange offer made
for all or a portion of a class or series of reference shares of a reference
company.
If a reference share offer is made, we will, at our option, either:
o during the pendency of the offer, increase the early exchange ratio
to 100% of the reference shares and, if we exercise this option
prior to February 15, 2003, agree to pay to each
29
exchanging PHONES holder an amount equal to the redemption premium
(as described above under "--Redemption") that would be owed to that
holder if we had redeemed the PHONES on the date of exchange; or
o make a reference share offer adjustment.
A "reference share offer adjustment" means including as part of a
reference share each share of publicly traded equity securities, if any, deemed
to be distributed on or in respect of a reference share as average transaction
consideration less the reference share proportionate reduction (as defined
below).
The average transaction consideration deemed to be received by a holder
of one reference share in a reference share offer will be equal to (a) the
aggregate consideration actually paid or distributed to all holders of reference
shares that participatedcomposite
currencies in the reference share offer, divided by (b) the total
number of reference shares outstanding immediately prior to the expiration of
the reference share offer and entitled to participate in that reference share
offer.
The "reference share proportionate reduction" means a proportionate
reduction in the number of reference shares which are the subject of the
applicable reference share offer and attributable to one PHONES calculated in
accordance with the following formula:
R = X
---------
N
where:
R = the fraction by which the number of reference shares of the
class of reference shares subject to the reference share offer
and attributable to one PHONES will be reduced.
X = the aggregate number of reference shares of the class or
series of reference shares subject to the reference share
offer accepted in the reference share offer.
N = the aggregate number of reference shares of the class or
series of reference shares subject to the reference share
offer outstanding immediately prior to the expiration of the
reference share offer.
If we elect to make a reference share offer adjustment, we will
distribute as additional interest on each PHONES the average transaction
consideration deemed to be received on the reference shares of the class or
series subject to the reference share offer and attributable to each PHONES
immediately prior to giving effect to the reference share proportionate
reduction relating to that reference share offer (other than average transaction
consideration that is publicly traded equity securities which will themselves
become reference shares as a result of a reference share offer adjustment).
If we elect to make a reference share offer adjustment, and during the
pendency of the reference share offer another reference share offer is commenced
in relation to the reference shares that are the subject of the then existing
reference share offer, we can change our original election by electing to
increase the early exchange ratio to 100% of the reference shares and agree to
pay the other amounts described above during the pendency of the new reference
share offer, or we can continue to elect to make a reference share offer
adjustment. We will similarly be entitled to change our election for each
further reference share offer made during the pendency of any reference share
offer for the same class of reference shares. For the purposes of
30
these adjustments, a material change to the terms of an existing reference share
offer will be deemed to be a new reference share offer.
If we elect to increase the early exchange ratio to 100% of the
reference shares in connection with a reference share offer, no reference share
offer adjustment will be made, and we cannot change our election if any further
reference share offer is made.
We will give the trustee notice of our election in the event of any
reference share offer. We will also prepare a press release and provide it to
DTC for dissemination through the DTC broadcast facility. We will give this
notice no later than 10 business days before the scheduled expiration of the
reference share offer.
Calculations in Respect of the PHONES
We will be responsible for making all calculations called for under the
PHONES. These calculations include, but are not limited to, determination of:
o the contingent principal amount of the PHONES;
o the current market value of the reference shares;
o the exchange market value of the reference shares;
o the final period distribution on the PHONES;
o the fair market value of any property distributed on the reference
shares;
o the average transaction consideration in a reference share offer;
o the composition of a reference share; and
o the amount of accrued interest payable upon redemption or at
maturity of the PHONES.prospectus supplement.
Book-Entry Procedures and Form
Global Securities:Notes: Book-Entry Form
The PHONES were not issuedResources may issue the debt securities of a series in definitive form. Instead, the PHONES were
issuedwhole or in part in
the form of one or more global debt securities that it will deposit with a
global security. The global security was deposited with,depository or on behalf of, DTC and registeredits nominee that Resources identifies in the nameapplicable prospectus
supplement.
Resources will describe the specific terms of the depository arrangement
covering the debt securities in the prospectus supplement relating to that
series. Resources anticipates that the following provisions will apply to all
depository arrangements.
Upon the issuance of a nomineeseries of DTC. Thedebt securities in the form of one or more
global security is subject to certain restrictions on transfer and bears restrictive
legends.
Ownership of book-entry interests in PHONESsecurities, the depository for that series or its custodian will be limited to persons
who have accounts with DTC for the PHONES (we call those persons "participants")
or persons who hold interests through those participants. When PHONES are
purchased, DTC will credit, the participants' accounts
on its book-entry registration and transfer system, the principal amount of debt
securities of the individual beneficial interests represented by these global
securities to the respective accounts of persons who have accounts with the
principal amountsdepository. Ownership of the PHONES that
each participant beneficially owns. If you own book-entrybeneficial interests in the PHONES, then your ownershipglobal securities will be
shown on, and anythe transfer of yourthis ownership
interest will be effected only through,
DTC's records (if you ownmaintained by the depository or its nominee with respect to interests in
the PHONES as a participant) or throughof
participants and the records of participants (if you holdwith respect to interests of
persons other than participants. These accounts initially will be designated by
or on behalf of the underwriters or agents, or by Resources if it offers and
sells the debt securities directly, and ownership of beneficial interests in the
PHONESglobal securities will be limited to participants or persons who hold interests
through participants).participants. Holders of debt securities may hold their interests in the
global securities directly through the depository if they are participants in
that system, or indirectly through organizations which are participants in that
system. The laws of some states of the United States may require that certainsome
9
purchasers of securities take physical delivery of suchthe securities in definitive
registered form. These limits and laws may impair theyour ability to own, transfer
or pledge beneficial interests in book-entry notethe global securities.
31
AsSo long as CEDE & Co.the depository, or its nominee, is the registered owner or
holder of a global security, the depository or its nominee, of DTC, we are referring to CEDE &
Co. in this prospectus when we refer to holders ofas the PHONES, and CEDE & Co.case may be,
will be considered the sole owner or holder of debt securities represented by
the PHONESglobal security for all purposes under the Indenture. If you purchase anyindenture. No beneficial owner of
an interest in the PHONES, your ownershipa global security will be recorded as a "book-entry interest"able to transfer that interest except
in accordance with the book-entry only system that DTC
operates. You will not receive any certificates representing your book-entry
interests. As a result, if you are a participant, then you must rely on DTC'sdepository's procedures, in addition to those provided
for under the indenture with respect to the PHONES and the book-entry only system to exercise
any rights of a holder under the Indenture. If you are not a participant, you
must rely on the procedures of the participant through which you own your
interest to exercise any rights of a holder under the Indenture. We understand
that, under existing industry practice, DTC will authorize the persons on whose
behalf it holds book-entry interests to exercise certain rights of holders of
PHONES.
Wedebt securities.
Resources will make payments of the principal of, and premium, if any, and
interest on, the PHONESglobal securities to CEDE & Co.the depository or its nominee, as the case
may be, as the registered holderowner of the related global note security. We will
not, nor willsecurities. None of Resources, the
trustee or any otherpaying agent of ours or agent of the trustee,will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the PHONESglobal securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
We expectinterest.
Resources expects that DTC will credit participants' accounts with paymentsthe depository or its nominee, upon receipt of any
payment of principal of and of premium, if any, and interest on the PHONESglobal
securities, will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the respective amountsprincipal amount
of book-entry interests held by each
participantthe global securities as shown on the records of the depository or its
records as soon as it receives the payment from us.
Wenominee. Resources also expectexpects that payments by participants to owners of
book-entrybeneficial interests in the global securities held through the participants will
be governed by standing customer instructions and customary practices,practice, as is now the case
with the securities held for the accounts of customers in bearer
form or registered in "street name," andthe names of
nominees for such customers. These payments will be the responsibility of thosesuch
participants. Transfers between participants in DTCthe depository will be effected
in the ordinary way through DTC'sthe depository's settlement system in accordance
with DTCthe depository rules and will be settled in same day funds.
DTC has advised us that it will take any action permitted to be taken
by a holder of PHONES (including the presentation of PHONES for exchange as
described below) only at the direction of one or more participants to whose
account the DTC interests in the global securities are credited and only in
respect of such portion of the aggregate principal amount of PHONES as to which
such participant or participants has or have given such direction.
DTC has also advised us as follows: DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC was
created to hold securities for its participants and facilitate the clearance and
settlement of securities transactions between participants through electronic
book-entry changes in accounts of its participants, thereby eliminating the need
for physical movement of certificates. Participants include securities brokers
and dealers, banks, trust companies and clearing corporations and certain other
organizations. Indirect access to the DTC system is available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly
("indirect participants").
Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of interests in the global securities among participants of
DTC, it is under no obligation to perform such procedures, and such procedures
may be discontinued at any time. None of us, the Trustee or any of our
respective agents will have any responsibility for the performance by DTC or its
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations, including maintaining,
supervising or
32
reviewing the records relating to, payments made on account of, beneficial
ownership interests in global securities.
According to DTC, the foregoing information with respect to DTC has
been provided to its participants and other members of the financial community
for informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
Certificated PHONES
WeNotes
Resources will issue PHONESdebt securities of a series in certificated form in
exchange for global securities if:
o DTC or any successor depositarythe depository notifies usResources that it is unwilling or unable to
continue as a depositarydepository for the globalseries of debt securities or ceases
to be a "clearing agency" registered under the Securities Exchange Act
of 1934 and a successor depositarydepository is not appointed by usResources
within 90 days of such notice; o an Event of Default (as defined below) under the PHONES has occurred
and is continuing; or
o weResources determine that the PHONESdebt securities will no longer be
represented by global securities.
Purchasenotes. (Section 2.15).
Restrictive Covenants
Except as otherwise set forth under "-- Defeasance and Cancellation
We may at any time purchase PHONES in the open market or otherwise at
any price (subject to applicable U.S. securities laws). Any purchase by tender
will be made available to all holders of PHONES. Any PHONES so purchased must be
promptly surrendered to the TrusteeCovenant Defeasance"
below, for cancellation.
All PHONES that are redeemed or purchased by us will promptly be
canceled. Any PHONES in certificated form so canceled will be forwarded to or to
the order of the Trustee and such PHONES in certificated form may not be
reissued or resold.
Covenants
For so long as any PHONESdebt securities remain outstanding or any amount
remains unpaid on any of the PHONES, wedebt securities, Resources will comply with the
terms of the covenants set forth below. PaymentFor purposes of Principalthese covenants, "debt"
is defined in the indenture as all of Resources' obligations evidenced by bonds,
debentures, notes or similar evidences of indebtedness in each case for money
borrowed. For purposes of these covenants, "lien" is defined in the indenture as
any mortgage, lien, pledge, security interest or other encumbrance. The term
"lien" does not include any easements, rights-of-way, restrictions and Interest
We will dulyother
similar encumbrances and punctually pay the principalencumbrances consisting of and premium, if any,
and interestzoning restrictions, leases,
subleases, licenses, sublicenses, restrictions on the PHONESuse of property or defects
in accordance with the terms of the PHONES and the
Indenture.title to property. (Section 1.01).
Limitation on Liens
The Indentureindenture provides that weResources will not, and weResources will not
permit any of ourits subsidiaries to, issue, assume or guarantee any Debt (as defined below)debt if the
Debtdebt is secured by any Lien (as defined below)lien upon any of ourResources' or its subsidiaries' property
or assets (otherother than cash),cash, without effectively securing the outstanding PHONES
(togetherdebt
securities, together with any other indebtedness or obligation then existing or
thereafter created ranking equally with the PHONES)debt securities, equally and ratably
with the Debt.debt. This limitation does not apply to:
10
o Liensliens in existence on the date of original issuance of the PHONES;
33
debt
securities;
o subject to some conditions, any Lienlien created or arising over any
property or assets which wethat Resources or any of ourits subsidiaries acquire,
construct or create, but only if
o the Lien secures only principal amounts (not exceeding the
cost of the acquisition, construction or creation) of Debt
incurred for the purposes of the acquisition, construction or
creation of the property or assets, together with any costs,
expenses, interest and fees incurred in connection with the
acquisition, construction or creation of the property or
assets or a guarantee given in connection with the
acquisition, construction or creation of the property or
assets;
o the Lien is created or arises on or before 90 days after the
completion of the acquisition, construction or creation of the
property or assets; and
o the Lien is confined solely to the property or assets so
acquired, constructed or created;create;
o any Lienlien to secure the Debtdebt incurred by usResources or ourits subsidiaries
in connection with a specifically identifiable project where the Lienlien
relates and is confined to a property or properties (including,
without limitation, shares or other rights of ownership in the
entities which own such property or project) involved in suchthat project and
acquired by usResources or ourits subsidiaries after the date of original
issuance of the PHONESdebt securities and the recourse of the creditors in
respect of the Debtdebt is limited to any or all of suchthat project and
property (including as aforesaid);property;
o any Lienlien securing amounts not more than 90 days overdue or otherwise
being contested in good faith;
o rights of financial institutions to offset credit balances in
connection with the operation of cash management programs established
for ourResources' or any of ourits subsidiaries' benefit or in connection
with the issuance of letters of credit for ourResources' or any of ourits
subsidiaries' benefit;
o any Lienlien securing Debtdebt incurred by usResources or any of ourits
subsidiaries in connection with the financing of accounts receivable;
o any Lienlien incurred or deposits made in the ordinary course of business, including but not limited to, (a) any
mechanics', materialmen's, carriers', workmen's, vendors' or other
like Liensliens and (b) any Liensliens securing amounts in connection with workers'
compensation, unemployment insurance and other types of social
security;
o any Lienlien upon specific items of ourResources' or any of ourits subsidiaries'
inventory or other goods and proceeds securing ourResources' or any of
ourits subsidiaries' obligations in respect of bankers' acceptances
issued or created to facilitate the purchase, shipment or storage of
such
inventory or other goods;
o any Lienlien incurred or deposits made securing the performance of
tenders, bids, leases, trade contracts (otherother than for borrowed money),money,
statutory obligations, surety bonds, appeal bonds, government
contracts, performance bonds, return-of-money bonds and other
obligations of like nature incurred by usResources or any of ourits
subsidiaries in the ordinary course of business;
o any Lienlien constituted by a right of set off or right over a margin call
account or any form of cash or cash collateral or any similar
arrangement for obligations incurred by usResources or any of ourits
subsidiaries in respect of the hedging or management of risks
under
transactions involving any
34
currency or interest rate swap, cap or collar arrangements, forward
exchange transaction, option, warrant, forward rate agreement,
futures contract or other derivative instrument of any kind;instruments;
o any Lienlien arising out of title retention or like provisions in
connection with the purchase of goods and equipment by usResources or
any of ourits subsidiaries in the ordinary course of business;
o any Lienlien securing reimbursement obligations under letters of credit,
guarantees and other forms of credit enhancement given in connection
with the purchase of goods and equipment by usResources or any of ourits
subsidiaries in the ordinary course of business;
o Liensliens on any property or assets acquired from an entity with which
is
merged with or into usResources or any of ourits subsidiaries merge and that is not created in
anticipation of any such transaction, (unlessunless the Lienlien was created to
secure or provide for the payment of any part of the purchase price of
the entity to be acquired);entity;
o any Lienlien on any property or assets existing at the time of acquisition
by usResources or any of ourits subsidiaries and which is not created in
anticipation of the acquisition, (unlessunless the Lienlien was created to secure
or provide for the payment of any part of the purchase price of the
property or assets so acquired);assets;
o Liensliens required by any contract or statute in order to permit usResources or any
of ourits subsidiaries to perform any contract or subcontract made by
usResources or any of ourits subsidiaries with or at the request of a
governmental entity or any department, agency or instrumentality of a governmental entity, or to
secure partial, progress, advance or
any other payments by usResources or any of ourits subsidiaries to a
governmental unitentity under the provisions of any contract or statute;
11
o any Lienlien securing industrial revenue, development or similar bonds
issued by usResources or any of ourits subsidiaries or for ourResources' or
any of ourits subsidiaries' benefit, provided that the industrial revenue,
development or similarthese bonds are
nonrecourse to usResources or any of ourits subsidiaries;
o any Lienlien securing taxes or assessments or other applicable
governmental charges or levies;
o any Lien whichlien that arises under any order of attachment, distraint or similar legal
process arising in connection with court proceedings and any Lien whichlien that
secures the reimbursement obligation for any bond obtained in
connection with an appeal taken in any court proceeding, so long as
the execution or other enforcement of the Lienlien arising in connection with such legal
process is effectively stayed and the claims secured by the Lienlien are
being contested in good faith, and, if
appropriate, by appropriate legal proceedings, or any Lienlien in favor of a plaintiff or
defendant in any action before a court or tribunal as security for
costs or expenses;
o any Lienlien arising by operation of law or by order of a court or tribunal or any
Lienlien arising by an agreement of similar effect, including without limitation, judgment
liens; or
o any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Liensliens referred to in the
clauses above, for amounts not exceeding the principal amount of the
Debtdebt secured by the Lienlien so extended, renewed or replaced, so long as
the extension, renewal or replacement Lienlien is limited to all or a part
of the same property or 35
assets that were covered by the Lienlien that was
extended, renewed or replaced, (plusplus improvements on such property or
assets)assets. (Section 4.03).
Although the Indentureindenture limits ourResources' and ourits subsidiaries' ability to
incur Liensliens as set forth above, the Indentureindenture nevertheless provides that
we or
ourResources and its subsidiaries may create or permit to subsist Liensexist liens over any of
ourResources' and ourits subsidiaries' property or assets so long as the aggregate
amount of Debtdebt secured by all Liensliens that weResources or ourits subsidiaries incur,
(excludingexcluding the amount of Debtdebt secured by Liensliens set forth in the clauses above)above,
does not exceed 10% of Alliant Energy Corporation'sEnergy's Consolidated Net Tangible Assets.
"Consolidated Net Tangible Assets" is defined in the Indentureindenture as the total of
all assets, (includingincluding revaluations thereof as a result of commercial appraisals,
price level restatement or otherwise)otherwise, appearing on the most recent consolidated
balance sheet of Alliant Energy Corporation as of the date of determination, net of
applicable reserves and deductions, but excluding goodwill, trade names,
trademarks, patents, unamortized debt discount and all other like intangible
assets, (which term shall not be construed to include such
revaluations), less the aggregate of the consolidated current liabilities of Alliant
Energy Corporation appearing on such balance sheet. "Debt" is defined in the Indenture as all of our obligations evidenced
by bonds, debentures, notes or similar evidences of indebtedness in each case
for money borrowed.
"Lien" is defined in the Indenture as any mortgage, lien, pledge,
security interest or other encumbrance. The term "Lien" does not include any
easements, rights-of-way, restrictions and other similar encumbrances and
encumbrances consisting of zoning restrictions, leases, subleases, licenses,
sublicenses, restrictions on the use of property or defects in the title
thereto.(Section 1.01).
Limitation on Sale and Lease-Back Transactions
The Indentureindenture provides that weResources will not enter into any Sale and
Lease-Back Transaction (as defined below)arrangement
with any entity providing for the lease by Resources of any of the assets that
it has sold, transferred or agreed to sell or transfer to that entity unless:
o suchthe transaction involves a lease for a temporary period not to exceed
three years;
o suchthe transaction is between usResources and one of ourits affiliates;
o weResources would be entitled to incur Debtdebt secured by a Lienlien on the
assets or property involved in the Sale and Lease-Back Transactiontransaction at least equal to the
Attributable Debt (as defined below) with respect to the Sale and Lease-Back Transaction,transaction, without equally and
ratably securing the PHONES,debt securities, as described under "--Limitation"--
Limitation on Liens" above, other than as described in the secondfinal
paragraph of that
description;"-- Limitation on Liens."
o we enterResources enters into the Sale and Lease-Back Transactiontransaction within 270 days after ourits
initial acquisition of the assets or property subject to the
Sale and Lease-Back Transaction;transaction;
o the aggregate amount of all Attributable Debt with respect to all Salesale
and Lease-Back Transactionslease-back transactions then in effect does not exceed 10% of
Alliant Energy Corporation'sEnergy's Consolidated Net Tangible Assets; or
o within the 12 months preceding the sale or transfer or 12 months following the sale or transfer,
regardless of whether we makeResources makes any
such sale or transfer, we apply,Resources
applies, in the case of a sale or transfer for cash, an amount
12
equal to the net proceeds of the sale or transfer and, in the case of
36
a sale or transfer other than for cash, an amount equal to the fair
value of the assets so leased at the time that we enterResources enters into
such arrangement, (as determined by our Board of Directors), (a) to the retirement of Debt,debt, incurred or assumed by
usResources which by its terms matures at, or is extendible or renewable
at the option of the obligor to, a date more than 12 months after the
date of incurring, assuming or guaranteeing such Debtdebt, or (b) to an
investment in any of ourResources' assets. (Section 4.04).
"Attributable Debt" is defined in the Indentureindenture as, with respect to any
particular Salesale and Lease-Back Transaction,lease-back transaction, at the time of determination, the
present value (discounted at the rate of interest implicit in the transaction
determined in accordance with generally accepted accounting principles) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in the Salesale and Lease-Back Transaction (includinglease-back transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended).
"Sale and Lease-Back Transaction"extended. The present value of this obligation is
defineddiscounted at the rate of interest implicit in the Indenture as any
arrangementtransaction determined in
accordance with any entity providing for the lease by us of any of the assets
that we have sold or transferred or that we have agreed to sell or transfer to
that entity.U.S. generally accepted accounting principles. (Section 1.01).
Consolidation, Merger, Conveyance, Sale or Lease
The Indentureindenture provides that weResources may, without the consent of any
holders of the PHONES,debt securities, consolidate with,or merge into or be merged with, or convey, transfer
or lease our property andsubstantially all of its assets substantially as an entirety to, another U.S. entity so long as:
o if we areResources is not the surviving entity, then the surviving entity
expressly assumes by supplemental indenture all of ourResources'
applicable obligations under the PHONESdebt securities and the Indenture;indenture;
o immediately after giving effect to the transaction, no Eventevent of
Defaultdefault under the debt securities and no event which, after notice or
lapse of time or both, would become an Eventevent of Default,default under the debt
securities, has occurred and is continuing; and
o either weResources or ourits successor delivers to the Trusteetrustee an officers'
certificate and an opinion of counsel stating that such consolidation,
merger, conveyance, transfer or lease, and if a supplemental indenture
is required by the transaction, the supplemental indenture, comply
with the Indentureindenture and all conditions precedent in the Indentureindenture
relating to such transaction. (Section 5.01).
In addition, weResources may assign and delegate all of ourits rights and
obligations under the Indenture,indenture, the PHONES,debt securities, the supplemental indenture
relating to the PHONESdebt securities and all other related documents, agreements and
instruments related
thereto, as applicable, to Alliant Energy Corporation or a subsidiary of Alliant Energy, Corporation, any person that
owns all of ourResources' capital stock or any person that owns all of the capital
stock of a person that owns all of ourResources' capital stock, and uponstock. Upon the assumption
of suchthese rights and obligations by suchthat person, weResources will be automatically
released from the obligations, provided that immediately after giving effect to
the transaction, no Eventevent of Default,default under the debt securities of any series,
and no event which, after notice or lapse of time or both, would become an Eventevent
of Default,default under the debt securities or any series, has occurred and is
continuing. (Section 5.05).
The Indentureindenture also provides that Alliant Energy Corporation may, without the consent of
any holders of the PHONES,debt securities, consolidate with,or merge into
or be merged with, or convey,
transfer or lease substantially all of its property and assets
substantially as an entirety to, another U.S. entity so
long as:
37
o if Alliant Energy Corporation is not the surviving entity, then the surviving
entity assumes by supplemental indenture all of Alliant Energy Corporation'sEnergy's
obligations under the guarantees and the Indenture;indenture;
o immediately after giving effect to the transaction, no Eventevent of
Default,default under the debt securities of any series, and no event which,
after notice or lapse of time or both, would become an Eventevent of
Default,default under the debt securities or any series, has occurred and is
continuing; and
o eithereach of Alliant Energy Corporation orand the successor person delivers to the
Trusteetrustee an officers' certificate and an opinion of counsel stating
that such consolidation, merger, conveyance, transfer or lease, and if
a supplemental indenture is required by the transaction, the
supplemental indenture, comply with the Indentureindenture and all conditions
precedent in the Indenture,indenture, relating to such transactions.
Money For Securities Payments To Be Held In Trust
The Indenture provides that if we at any time act as our own Paying
Agenttransaction. (Section
5.03).
13
Events of Default
Any one of the following is an event of default with respect to the PHONES, we will,debt
securities of a series:
(a) if Resources or Alliant Energy fails to pay any interest on the debt
securities of the series, and such failure to pay continues for 30 days;
(b) if Resources or before eachAlliant Energy fails to pay principal of or premium, if
any, on the debt securities of the series when the same become due dateat maturity,
upon redemption, by declaration or otherwise;
(c) if Resources or Alliant Energy materially defaults in the performance
or materially breach any of their respective covenants or obligations in the
indenture, any supplemental indenture or the debt securities and this material
default or breach continues for a period of 90 days after Resources or Alliant
Energy receives written notice from the trustee or the holders of at least 25%
in aggregate principal amount of the outstanding debt securities;
(d) if Resources or Alliant Energy defaults in the payment of the principal
of any bond, debenture, note or other indebtedness or in the payment of
principal under any premiummortgage, indenture or interest on,instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness for money
borrowed, which default for payment of principal is in an aggregate principal
amount exceeding $25,000,000 when such indebtedness becomes due and payable, if
such default continues unremedied or unwaived for more than 30 business days and
the PHONES, segregate and
holdtime for payment of such amount has not been expressly extended;
(e) the failure by Resources or Alliant Energy generally to pay their
respective debts as they become due, or the admission in trustwriting of Resources'
or Alliant Energy's inability to pay their respective debts generally, or the
making of a general assignment for the benefit of their respective creditors, or
the persons entitledinstitution of any proceeding by or against Alliant Energy or Resources,
other than a sumproceeding that is dismissed within 180 days from its commencement,
seeking to adjudicate Resources or Alliant Energy bankrupt or insolvent, or
seeking insolvent liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition, of Resources or Alliant Energy or
their respective debts under any law relating to bankruptcy, insolvency,
reorganization, moratorium or relief of debtors, or seeking the entry of an
order for relief or appointment of an administrator, receiver, trustee,
intervenor or other similar official for Resources or Alliant Energy or for any
substantial part of Resources' property or the property of Alliant Energy, or
the taking of any action by Alliant Energy or Resources to authorize any of the
actions set forth in this clause; and
(f) a material default in the currencyperformance or material breach by Alliant
Energy of any covenant or obligation of Alliant Energy contained in its
guarantee of the debt securities of the series, and the continuance of such
material default or breach for a period of 90 days after which Resources or
Alliant Energy receive written notice from the PHONES are payable sufficienttrustee or the holders of at
least 25% in aggregate principal amount of the debt securities of the series.
(Section 6.01). If an event of default with respect to paythe debt securities of a
series occurs and is continuing, either the trustee or the holders of at least
25% in aggregate principal amount of the outstanding debt securities of that
series may declare the principal or any premium or
interest due until such sums are paid or otherwise disposedamount of and will
promptly notify the Trustee of our action or failure to act.
Whenever we have one or more Paying Agents for any series ofoutstanding debt securities we will,of
that series, and any interest accrued on the debt securities of that series, to
be due and payable immediately by delivering a written notice to Resources and
Alliant Energy and to the trustee if given by the holders. At any time after
that declaration of acceleration has been made, but before a judgment or prior to each due datedecree
for payment of money has been obtained, the holders of a majority in principal
amount of all of the principal of, or any
premium or interest on any series of debt securities deposit with any Paying
Agent a sum sufficientof that series, by notice to pay the principaltrustee,
may rescind this declaration and all its consequences if all events of default
have been cured or any premium or interest due, the
sum to be held in trust for the benefit of the persons entitled, and, unless the
Paying Agent is the Trustee, we will promptly notify the Trustee of our action
or failure to act.
We will cause each Paying Agent for each series of debt securities, ifwaived, other than the Trustee, to executenon-payment of principal of the
outstanding debt securities of that series which has become due solely by reason
of the declaration of acceleration, and deliverthat declaration of acceleration and its
consequences will be automatically annulled and rescinded (Section 6.02).
Holders of the debt securities may not enforce the indenture or the debt
securities of any series, if applicable, unless:
o the holder has previously given written notice to the Trustee an agreementtrustee of a
continuing event of default with respect to the debt securities of
that requiresseries;
14
o the Paying Agent:holders of not less than 25% in aggregate principal amount of the
debt securities of that series have made written request to the
trustee to institute proceedings in respect of such event of default
under the debt securities of that series in its own name as trustee;
o the holder or holders have offered the trustee indemnity satisfactory
to hold all sums heldthe trustee against the costs, expenses and liabilities to be
incurred in compliance with such request;
o the trustee, for 60 days after its receipt of such notice, request and
offer of indemnity, has failed to institute any such proceedings; and
o no direction inconsistent with such written request has been given to
the trustee during the 60-day period by itthe holders of a majority of
the outstanding aggregate principal amount of the debt securities of
that series. (Section 6.06).
However, these limitations do not apply to a suit instituted by a holder of
any debt securities for the enforcement of the payment of the principal of or
premium, if any, premium or interest on the debt securities on or after the applicable
due date specified in the debt securities. (Section 6.07).
If the trustee collects any money pursuant to an event of default under the
debt securities of any series, it will pay out the money in the following order:
o first, to the trustee for amounts due to it as compensation for its
services and any indemnities owed to it;
o second, to holders of the debt securities of that series in trustrespect of
which or for the benefit of which such money has been collected for
amounts due and unpaid on the persons entitled until such sums are paiddebt securities for principal and
interest, ratably, without preference or otherwise disposed of as provided in the Indenture;
o to give the Trustee noticepriority of any default by us or Alliant Energy
Corporation inkind,
according to the making of any payment ofamounts due and payable on the debt securities for
principal any premium
or interest on any series of debt securities;and interest; and
o at any time during the continuance of the default, upon the written
request of the Trustee, paythird, to the Trustee all sums held in trust by
it.
Weperson or Alliant Energy Corporationpersons lawfully entitled thereto, or as a
court of competent jurisdiction may at any time pay, or direct any
Paying Agent to pay, to the Trustee all sums held in trust by us or the Paying
Agent, and such sums will be held by the Trustee upon the same terms as those
applicable to us or the Paying Agent; and, upon such payment by the Paying Agent
to the Trustee, the Paying Agent will be released from all further liabilitydirect. (Section 6.10).
The trustee may fix a record date with respect to such sums.
Except as otherwise provided in the Indenture, any money deposited with
the Trustee or the Paying Agent, or held by us, in trust for the payment of the
principal of, any premium or interest on any series of debtregistered securities and
remaining unclaimedpayment date for two years after such principal or any such premium or
interest has become due and payable will be discharged from such trust; and the
holder of PHONES will thereafter, as an
38
unsecured general creditor, look only to us or Alliant Energy Corporation, as
the case may be, for payment and all liability of the Trustee or the Paying
Agent with respect to the trust money, and all liability of us as trustee
thereof, will cease; provided, however, that the Trustee or the Paying Agent may
at our expense cause to be published once, in an authorized newspaper or mailed to holders of the PHONES, or both, notice that such money remains unclaimed and
that, after adebt securities of the
series. This record date specified, which will not be less than 3010 days fromnor more than 60 days
prior to the date
of the publication or mailing nor later than two years after the principal and
any premium or interest have become due and payable, any unclaimed balance of
such money then remaining will be repaid to us or Alliant Energy Corporation, as
the case may be.
Company And Guarantor Statements As To Compliance; Notice Of Certain Defaults
Weapplicable payment date. (Section 6.10).
Resources and Alliant Energy Corporation will eachmust deliver to the Trustee,
within 120 days after the end of each fiscal year,trustee annually a written
statement signed by
our respective principal executive officer, principal financial officer or
principal accounting officer, stating that:
o a review of our respective activities during the yearthat Resources and of our
respective performances under the Indenture has been made under such
officer's supervision, and
o to the best of such officer's knowledge, based on that review,
o we or Alliant Energy Corporation, as the case may be, have complied with all
theapplicable conditions and covenants imposed on each
of us byunder the Indenture throughout the year,indenture or, if there has
been aResources or
Alliant Energy are in default inunder the fulfillmentdebt securities of any conditionseries,
specifying that default. Resources and Alliant Energy are required under the
indenture to deliver to the trustee, within five days after its occurrence,
written notice of any event of default under the debt securities of any series
or covenant, specifying each default known to such officer and
its nature and status; and
o noany event has occurred and is continuing which is, orthat, after notice or lapse of time or both, would become an Eventevent
of Default, or, if such an event has occurred and is continuing,
specifying each such event known to such officer and its
nature and status.
We and Alliant Energy Corporation will deliver todefault under the Trustee, within
five days after its occurrence, written noticedebt securities of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default.series. (Sections 4.07 and 4.08).
Modification of the Indenture
We,Resources, Alliant Energy Corporation and the Trusteetrustee generally may modify and amend
the Indentureindenture or any supplemental indenture or the rights of the holders of the debt
securities of each series to be affected with the consent of the holders of more
than 50%a
majority of the principal amount of the outstanding debt securities of each
affected series, (withwith each series voting as a class). Suchclass. These majority holders may
also waive compliance by usResources or Alliant Energy Corporation with any provision of the
Indenture,indenture, any supplemental indenture or the debt securities of any series.
However, without the consent of a holder of each debt security affected, an
amendment or waiver may not:
o reduce the amount of debt securities whose holders must consent to an
amendment or waiver;
o change the rate or the time for payment of interest, including basic
interest, additional interest and amounts relating to cash dividends
on the reference shares;interest;
15
o change the principal or the fixed maturity;
39
o waive a default in the payment of principal, premium or interest;
o make any debt securities payable in a different currency;
o make any change in the provisions of the Indenture concerning:
oindenture concerning waiver
of existing defaults;
odefaults, right of holders of debt securities to receive
payment;payment or
o amendments and waivers with consent of holders of debt
securities;
o impair the right to institute suit for the enforcement of any payment
on or after the stated maturity of such payment or, in the case of
redemption, on or after the redemption date; or
o modify or effect in any manner adverse to the holders the terms and
conditions of Alliant Energy Corporation'sEnergy's obligations regarding due and punctual
payment of principal of, or any premium or interest on, or any sinking
fund requirements of, any debt securities subject to guarantees.
We,(Section 9.02).
Resources, Alliant Energy Corporation and the Trusteetrustee may amend or supplement the
Indentureindenture without the consent of any holder of any of the debt securities:
o to cure any ambiguity, defect or inconsistency in the Indenture,indenture, any
supplemental indenture, the debt securities or the guarantees;
o to provide for the assumption of all of ourResources' obligations under
the debt securities, the Indenture,indenture and any supplemental indenture or
of Alliant Energy Corporation'sEnergy's obligations under the guarantees and the Indentureindenture
or any supplemental indenture by any corporation in connection with a
merger or consolidation of usResources or Alliant Energy
Corporation or transfer or
lease of oursubstantially all of Resources' or Alliant Energy's property
and assets
substantially as an entirety or Alliant Energy Corporation's
property and assets substantially as an entirety;assets;
o to make any change that does not adversely affect the rights of any
holder of debt securities;
o to add to the rights of holders of any of the debt securities;
o to secure any debt securities as provided under the heading
"--"--Restrictive Covenants-- Limitation on Liens";
o to evidence the succession of another person to usResources or Alliant
Energy,
Corporation, and the assumption by the successor person of the covenants of
usResources and Alliant Energy, Corporation, as the case may be, provided in the
Indentureindenture or the PHONES;debt securities;
o to establish the form or terms of any debt securities;
o to evidence and provide for the acceptance of appointment under the
Indentureindenture by a successor Trusteetrustee with respect to the debt securities
and to add to or change any of the provisions of the Indentureindenture
necessary to facilitate the administration of the Indentureindenture by more
than one Trustee;trustee; or
40
o to supplement any of the provisions of the Indentureindenture to the extent
necessary to permit or facilitate defeasance and discharge of any debt
securities, provided that such action will not adversely affect the
interests of any holder of any debt security in any material respect.
Events(Section 9.01).
16
Defeasance and Covenant Defeasance
The indenture provides that Resources and Alliant Energy may elect:
o to be discharged from any and all of Default
Any oneResources' respective obligations
in respect of the following is an Eventdebt securities of Defaultany series ("defeasance"), except
in each case for the obligations to register the transfer or exchange
of the debt securities, replace stolen, lost or mutilated debt
securities, maintain paying agencies and hold moneys for payments in
trust; or
o not to comply with certain covenants ("covenant defeasance") of the
indenture with respect to the PHONES:
odebt securities described above under
"-- Restrictive Covenants"
if we orResources and Alliant Energy Corporation defaultirrevocably deposit with the trustee cash or
U.S. government securities or a combination of cash or U.S. government
securities, in an amount sufficient, together with interest paid on the paymentU.S.
government securities, to pay, when due, the principal of, premium, if any, and
interest on the PHONES, including basic interest, additional
interestoutstanding debt securities of the series to maturity or
redemption. (Sections 8.02 and amounts relating8.03). Resources and Alliant Energy must satisfy
certain other conditions before Resources may effect defeasance or covenant
defeasance. These conditions include:
o that no event of default or event, which with notice or lapse of time
would become an event of default with respect to cash dividendsthe debt securities
of the series, will have occurred and be continuing on the reference
shares,date of the
deposit or insofar as an event of default described in clause (e) of
the first paragraph under "-- Events of Default" is concerned, at any
time during the period ending on the 181st day of the deposit; and
such default continues for 30 days;
o if wethat the defeasance or Alliant Energy Corporation defaultcovenant defeasance will not result in payment of principalthe
breach or violation of, or premium, if any, onconstitute a default under, the PHONES when the same become due at
maturity, upon redemption, by declaration or otherwise;
o if we or Alliant Energy Corporation materially default in the
performance or materially breach any of our respective covenants or
obligations in the Indenture, any supplemental indenture
or the
PHONES and thisany other material default or breach continues for a period of
90 days after we or Alliant Energy Corporation receive written
notice from the Trustee or the holders of at least 25% in aggregate
principal amount of the outstanding PHONES;
o if we or Alliant Energy Corporation default in the payment of the
principal of any bond, debenture, note or other evidence of
indebtedness, in each case for money borrowed, or in the payment of
principal under any mortgage, indentureagreement or instrument under which there may be issuedResources is
bound or byunder which there may be secured or evidenced
any indebtedness for money borrowed, which default for payment of
principal is in an aggregate principal amount exceeding $25,000,000
(or its equivalent in any other currency or currencies) when such
indebtedness becomes due and payable (whether at maturity, upon
redemption or acceleration or otherwise), if such default continues
unremedied or unwaived for more than 30 business days and the time
for payment of such amount has not been expressly extended;
o our failure or the failure by Alliant Energy Corporation generally
to pay our respective debts as they become due, or the admission in
writing of our inabilityis bound. (Section 8.04).
To exercise any such option, Resources or Alliant Energy, Corporation's inability
to pay our respective debts generally, or the making of a general
assignment for the benefit of our respective creditors, or the
institution of any proceeding by or against Alliant Energy
Corporation or us (other than any proceeding brought against us or
Alliant Energy Corporation, as applicable, that is dismissed within
180 days from its commencement) seeking to adjudicate us or Alliant
Energy Corporation, as the case may be, bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition (in each case, other
than a solvent liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition) of us or Alliant
Energy Corporation, as the case may be, or our respective debts
under any law relating to bankruptcy, insolvency, reorganization,
moratorium or relief of debtors, or seeking the entry of an order
for relief or appointment of an administrator, receiver, trustee,
intervenor or other similar official for us or Alliant Energy
Corporation, as the case may be, or for any substantial part of our
property or the property of Alliant Energy Corporation, or the
taking of any action by Alliant Energy Corporation or us to
authorize any of the actions set forth in this clause; and
41
o a material default in the performance or material breach by Alliant
Energy Corporation of any covenant or obligation of Alliant Energy
Corporation contained in the guarantee, and the continuance of such
material default or breach for a period of 90 days after which we or
Alliant Energy Corporation receive written notice from the Trustee
or the holders of at least 25% in aggregate principal amount of the
PHONES.
If an Event of Default with respect to the PHONES occurs and is
continuing, either the Trustee or the holders of at least 25% in aggregate
principal amount of the outstanding PHONES may declare the principal amount of
the outstanding PHONES, and any interest accrued on the PHONES, including basic
interest, additional interest and amounts relating to cash dividends on the
reference shares, to be due and payable immediately by delivering a written
notice to us and Alliant Energy Corporation (and to the Trustee if given by the
holders). At any time after this declaration of acceleration has been made, but
before a judgment or decree for payment of money has been obtained, the holders
of a majority in principal amount of all of the PHONES, by notice to the
trustee, may rescind this declaration and all its consequences if all Events of
Default have been cured or waived (other than the non-payment of principal of
the outstanding PHONES which has become due solely by reason of the declaration
of acceleration), and such declaration of acceleration and its consequences will
be automatically annulled and rescinded.
Holders of the PHONES may not enforce the Indenture, the PHONES or any
guarantees, if applicable, unless:
o the holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the PHONES;
o the holders of not less than 25% in aggregate principal amount of
the PHONES have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as
Trustee;
o the holder or holders have offered the Trustee indemnity
satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;
o the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, has failed to institute any such
proceedings; and
o no direction inconsistent with such written request has been given
to the Trustee during the 60-day period by the holders of a majority
of the outstanding aggregate principal amount of the PHONES.
However, these limitations do not apply to a suit instituted by a
holder of any PHONES for the enforcement of the payment of the principal of or
premium, if any, or interest on the PHONES on or after the applicable due date
specified in the PHONES.
If the Trustee collects any money pursuant to an Event of Default, it
will pay out the money in the following order:
o first, to the Trustee for amounts to it as compensation for its
services and any indemnities owed to it;
o second, to holders of the PHONES in respect of which or for the
benefit of which such money has been collected for amounts due and
unpaid on the PHONES for principal and interest,
42
ratably, without preference or priority of any kind, according to
the amounts due and payable on the PHONES for principal and
interest, respectively; and
o third, to the person or persons lawfully entitled thereto, or as a
court of competent jurisdiction may direct.
The Trustee may fix a record date (with respect to registered
securities) and payment date for any such payment to holders of the PHONES.
Any such record date will not be less than 10 days nor more than 60
days prior to the applicable payment date.
Payment and Paying Agent
We have appointed the Trustee to act as paying agent with respect to
the PHONES. We may at any time designate additional paying agents or rescind the
designation of any paying agents or approve a change in the office through which
any paying agent acts, except that we
will be required to maintain a paying
agent in each place of payment for the PHONES.
All moneys paid by usdeliver to the paying agenttrustee:
o an opinion of counsel to the effect that the holders of the debt
securities to be defeased will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such deposit, and will
be subject to U.S. federal income tax on the paymentsame amounts, in the same
manner and at the same times as would have been the case absent the
deposit, which in the case of defeasance must be based on a change in
law or a published ruling by the U.S. Internal Revenue Service, and
the deposit will not result in Resources or Alliant Energy being
deemed an "investment company" required to be registered under the
Investment Company Act of 1940; and
o an officer's certificate as to compliance with all conditions
precedent provided for in the indenture relating to the satisfaction
and discharge of the debt securities. (Section 8.04).
If Resources or Alliant Energy wishes to deposit or cause to be deposited
money or U.S. government securities to pay or discharge the principal of,
or premium, if any, orand interest on any PHONES that remain
unclaimed at the endoutstanding debt securities of two years after such principal, premium, if any, or
interest has become duea series to
and payableincluding a redemption date on which all of the outstanding debt securities
of the series are to be redeemed, the redemption date will be repaid to us and the holderirrevocably
designated by a resolution of Resources' Board of Directors or a resolution of
the PHONESBoard of Directors of Alliant Energy delivered to the trustee on or prior to
the date of deposit of such money or U.S. government securities, and such Board
resolution will thereafter look onlybe accompanied by an irrevocable notice of the defeasance to us for paymentthe
trustee.
If the trustee is unable to apply any money or U.S. government securities
deposited in trust to effect a defeasance or covenant defeasance by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such amounts.application, then any obligations from
which Resources or Alliant Energy had been discharged or released will be
revived and reinstated as though no such deposit of moneys in trust had
occurred, until the time that the trustee is permitted so to apply all of the
money or U.S. government securities deposited in trust. (Section 8.06).
17
Governing Law
The Indentureindenture and the PHONES aredebt securities will be governed by, and construed in
accordance with, the laws of the State of Wisconsin. 43(Section 10.09).
18
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
General
In this section, we summarize certainDESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
Alliant Energy may issue stock purchase contracts, including contracts that
obligate holders to purchase from Alliant Energy, and Alliant Energy to sell to
these holders, a specified number of shares of common stock at a future date or
dates. The price per share of common stock may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts.
The stock purchase contracts may be issued separately or as a part of stock
purchase units. Stock purchase units consist of a stock purchase contract and
either debt securities of Resources, debt securities of other Alliant Energy
subsidiaries or debt obligations of third parties, including U.S. Treasury
securities, securing the holders' obligations to purchase the common stock under
the stock purchase contracts.
The stock purchase contracts may require Alliant Energy and/or Resources to
make periodic payments to the holders of some or all of the material United Statesstock purchase units
or vice versa, and such payments may be unsecured or prefunded on some basis.
The stock purchase contracts may require holders to secure their obligations
under these stock purchase contracts in a specified manner.
A prospectus supplement will describe the terms of any stock purchase
contracts or stock purchase units being offered. The description in the
prospectus supplement will not necessarily be complete, and you should read the
stock purchase contracts and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units.
Material U.S. federal income tax consequences of purchasing, holdingconsiderations applicable to the stock purchase
units and disposing of PHONES.
Except where we state otherwise, this summary deals only with PHONES held as
capital assets (as definedstock purchase contracts will be discussed in the Internal Revenue Coderelated prospectus
supplement.
19
PLAN OF DISTRIBUTION
Alliant Energy and Resources may sell the securities in one or more of 1986,the
following ways from time to time:
o to or through underwriters or dealers;
o directly to a limited number of purchasers or to a single purchaser;
o through agents; or
o any combination of these.
The applicable prospectus supplement will set forth the terms of the
offering of securities, including the name or names of any underwriters, dealers
or agents, the purchase price of the securities and the proceeds to Alliant
Energy or Resources from the sale, any underwriting discounts or agency fees and
other items constituting underwriters' or agents' compensation and any discounts
or concessions allowed or reallowed or paid to dealers.
If underwriters are utilized in the sale, the securities will be acquired
by the underwriters for their own account pursuant to an underwriting agreement
that Alliant Energy, Resources or both, as amended) bythe case may be, will execute with
the underwriters at the time an agreement for such sale is reached. Such
securities may be resold from time to time in one or more transactions,
including negotiated transactions, at a U.S. Holder (as defined below) who purchases PHONES for cash at their originalfixed public offering price upon original issuance.
We do not addressor prices,
which may be changed, or at market or varying prices determined at the time of
sale. The securities may be either offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Generally, the obligations of the underwriters to purchase securities
will be subject to conditions precedent and the underwriters will be obligated
to purchase all of the tax consequences thatsecurities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be relevantchanged from time to a
U.S. Holder. We also do not address anytime.
If dealers are utilized in the sale of the tax consequences to holders that
are Non-U.S. Holders (as defined below)securities, Alliant Energy or
to holders that may be subject to
special tax treatment such as financial institutions, real estate investment
trusts, personal holding companies, tax-exempt organizations, regulated
investment companies, insurance companies, S corporations, brokers and dealers
inResources will sell the securities or currencies and certain U.S. expatriates. Further, we do not
address:
o the United States federal income tax consequences to shareholders
in, or partners or beneficiaries of, an entity that is a holder of
PHONES;
o the United States federal estate, gift or alternative minimum tax
consequences of the purchase, ownership or disposition of PHONES;
o persons who hold PHONES in a straddle or as part of a hedging,
conversion, constructive sale or other integrated transaction or
whose functional currency is not the United States dollar; or
o any state, local or foreign tax consequences of the purchase,
ownership or disposition of PHONES.
Accordingly, you should consult your own tax advisor regarding the tax
consequences of purchasing, owning and disposing of PHONES in light of your own
circumstances.
A U.S. Holder is a beneficial owner of PHONES who or which is:
o a citizen or individual resident of the United States, as defined in
Section 7701(b) of the Internal Revenue Code;
o a corporation or partnership, including any entity treated as a
corporation or partnership for United States federal income tax
purposes, created or organized in or under the laws of the United
States, any state thereof or the District of Columbia unless, in the
case of a partnership, Treasury regulations are enacted that provide
otherwise;
o an estate if its income is subject to United States federal income
taxation regardless of its source; or
o a trust if (1) a United States court can exercise primary
supervision over its administration and (2) one or more United
States persons have the authority to control all of its substantial
decisions.
44
Notwithstanding the preceding sentence, certain trusts in existence on
August 20, 1996, and treated as a U.S. Holder prior to such date, may also be
treated as U.S. Holders.
A Non-U.S. Holder is a PHONES holder other than a U.S. Holder.
Prospective investors that are Non-U.S. Holders are urged to consult their own
tax advisors regarding the United States federal income tax consequences of an
investment in PHONES, including potential application of United States
withholding taxes.
This summary is based on the Internal Revenue Code, Treasury
regulations (proposed and final) issued under the Internal Revenue Code, and
administrative and judicial interpretations thereof, all as they currently exist
as of the date of this private placement memorandum and any of which may change
at any time, possibly on a retroactive basis. Any such changes may affect this
summary.
No statutory, administrative or judicial authority directly addresses
the treatment of PHONES or instruments similar to PHONES for United States
federal income tax purposes. No rulings have been sought or are expected to be
sought from the IRS with respect to any of the United States federal income tax
consequences discussed below, and no assurance can be given that the IRS will
not take contrary positions. As a result, no assurance can be given that the IRS
will agree with the tax consequences described herein.
Prospective investors are urged to consult their own tax advisors with
respect to the tax consequences to them ofdealers, as principals. The dealers
may then resell the purchase, ownership and
disposition of phones in light of their own particular circumstances, including
the tax consequences under state, local, foreign and other tax laws and the
possible effects of changes in United States federal or other tax laws.
Accrual of interest on the PHONES
For United States federal income tax purposes, the PHONES will be
treated as debt instruments that are subject to the special regulations
governing contingent payment debt instruments, which we refer to as the CPDI
regulations. Pursuant to these regulations, U.S. Holders of the PHONES will be
required to accrue interest income on the PHONES, in the amounts described
below, regardless of whether the U.S. Holder uses the cash or accrual method of
tax accounting. Accordingly, U.S. Holders will be required to include interest
in taxable income in each year in excess of any interest payments actually
received in that year.
The CPDI regulations provide that a U.S. Holder must accrue an amount
of ordinary interest income, as original issue discount, for each accrual period
prior to and including the maturity date of the PHONES that equals:
o the product of (i) the PHONES adjusted issue price (as defined
below) as of the beginning of the accrual period; and (ii) the
PHONES comparable yield to maturity (as defined below) adjusted for
the length of the accrual period;
o divided by the number of days in the accrual period; and
o multiplied by the number of days during the accrual period that the
U.S. Holder held the PHONES.
A PHONES issue price is the first pricesecurities to the public at which a
substantial amount of the PHONES is sold, excluding salesvarying prices to bond houses,
brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers. A PHONES adjusted issue price is
the PHONES issue price increased by any interest income previously accrued,be determined without regard to any adjustments to interest
45
accruals described below and decreased
by the amount of any projected payments,
as defined below, with respect to the PHONES.
The term "comparable yield" means the annual yield we would pay, as of
the issue date of the PHONES, on a fixed-rate debt security with no contingent
payments, but with terms and conditions otherwise comparable to those of the
PHONES. We have determined that the PHONES comparable yield is 9.49% per annum,
compounded quarterly.
The CPDI regulations require that we provide to U.S. Holders, solely
for United States federal income tax purposes, a schedule of the projected
amounts of payments, which we refer to as projected payments, on the PHONES.
This schedule must produce the comparable yield. Based on our determination of
the comparable yield, the PHONES schedule of projected payments, assuming a
principal amount of $67.75 or with respect to each integral multiple thereof,
consists of:
o payments of stated interest equal to $1.2280 on quarterly interest
payment dates through February 15, 2003; plus
o payments of stated interest equal to $.4234 on all other quarterly
interest payment dates thereafter; plus
o a payment of a projected amountdealers at the maturity datetime of the PHONES,
excluding the stated quarterly interest on the PHONES payable on
such date, equal to $705.73.
For United States federal income tax purposes, a U.S. Holder must use
the comparable yield and the schedule of projected payments in determining its
interest accruals, and the adjustments described below, in respect of the
PHONES, unless such U.S. Holder timely discloses and justifies the use of other
estimates to the Internal Revenue Service.
The comparable yield and the schedule of projected payments are not
provided for any purpose other than the determination of U.S. Holders' interest
accruals and adjustments thereof in respect of the PHONES for United States
federal income tax purposes and do not constitute a projection or representation
regarding the actual amounts payable on the PHONES.
Amounts treated as interest under the CPDI regulations are treated as
original issue discount for all purposes of the Internal Revenue Code.
Adjustments to interest accruals on the PHONES
If, during any taxable year, a U.S. Holder were to receive actual
payments with respect to the PHONES for that taxable year, including, in the
case of the taxable year which includes the maturity date of the PHONES, the
amount of cash received at maturity, that in the aggregate exceed the total
amount of projected payments for that taxable year, the U.S. Holder will incur a
"net positive adjustment" under the CPDI regulations equal to the amount of such
excess. The U.S. Holder will treat this adjustment as additional interest income
for the taxable year. For this purpose, the payments in a taxable year include
the fair market value of property received in that year.
If a U.S. Holder were to receive in a taxable year actual payments with
respect to the PHONES for that taxable year that in the aggregate were less than
the amount of projected payments for that taxable year, the U.S. Holder will
incur a "net negative adjustment" under the CPDI regulations equal to the amount
of such deficit. This adjustment will (a) reduce the U.S. Holder's interest
income on the PHONES for that taxable
46
year, and (b) to the extent of any excess after the application of (a), give
rise to an ordinary loss to the extent of the U.S. Holder's interest income on
the PHONES during prior taxable years, reduced to the extent such interest was
offset by prior net negative adjustments.
Sale, exchange or redemption of the PHONES
Generally, the sale, exchange or redemption of the PHONES, including
exchanges at the U.S. Holder's option and redemptions by us, prior to their
maturity date will result in taxable gain or loss to the U.S. Holder equal to
the difference between (a) the amount of cash plus the fair market value of any
other property received by the U.S. Holder, and (b) the U.S. Holder's adjusted
tax basis in the PHONES. A U.S. Holder's adjusted tax basis in the PHONES equals
the holder's original basis in the PHONES:
o increased by the interest income previously included by the U.S.
Holder with respect to the PHONES, determined without regard to any
adjustments to interest accruals described above; and
o decreased by the amount of all prior projected payments with respect
to the PHONES.
Any gain upon a sale or exchange of the PHONES will be ordinary
interest income. Any loss will be ordinary loss to the extent of the interest
previously included in income by the U.S. Holder with respect to the PHONES and,
thereafter, capital loss. The distinction between capital loss and ordinary loss
is potentially significant in several respects. For example, limitations apply
to a U.S. Holder's ability to offset capital losses against ordinary income.
Backup withholding tax and information reporting
Payments of principal, premium, if any, and interest (including
original issue discount) on, and the proceeds of disposition of, the PHONES may
be subject to information reporting and United States federal backup withholding
tax at the rate of 31% if the U.S. Holder thereof fails to supply an accurate
taxpayer identification number or otherwise fails to comply with applicable
United States information reporting or certification requirements. Any amounts
so withheld will be allowed as a credit against such U.S. Holder's United States
federal income tax liability.
47
SELLING SECURITY HOLDERS
The following table sets forth the names of the selling security
holders and the number of PHONES owned by each of them. None of the selling
security holders has held any position or office or had a material relationship
with us within the past three years other than as a result of the ownership of
the PHONES or other securities of ours or as a result of their employment with
us orresale.
Alliant Energy Corporation. The selling security holders named in the
table have sole voting and investment power with respect to all PHONES shown as
beneficially owned by them, subject to community property laws where applicable.
No estimate can be given as to the number of PHONES that will be held by the
selling security holders after completion of this offering because the selling
security holdersResources may offer allsell securities directly or some of the PHONES and because there currently
are no agreements, arrangements or understandings with respect to the sale of
any of the PHONES. The PHONES offered by this prospectus may be offeredthrough agents
they designate from time to timetime. Generally, any agent will be acting on a best
efforts basis for the period of its appointment.
The securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for Alliant Energy. Any remarketing firm will be
identified and the selling security holders named below:
Number of
Number of PHONES Percent of PHONES Registered
Name of Selling Security Holder Beneficially Owned Outstanding PHONES for Sale Hereby
------------------------------- ------------------ ------------------ ---------------
American Founders Life Insurance Company 3,500 * 3,500
CGU Life Insurance Co. of America 30,000 * 30,000
Cumberland Insurance Company 2,000 * 2,000
Cumberland Mutual Fire Insurance Company 8,000 * 8,000
Educators Mutual Life Insurance Company 4,000 * 4,000
Family Service Life Insurance Company 9,000 * 9,000
Fort Dearborn Life Insurance Company 5,000 * 5,000
Founders Insurance Company 100 * 100
Green Tree Perpetual Assurance Company 4,500 * 4,500
Guaranty Income Life Insurance Company 9,000 * 9,000
Guardian Life Insurance Co. 130,000 2.2% 130,000
Guardian Pension Trust 6,000 * 6,000
INVESCO Bond Funds Inc. Select Income Fund 30,000 * 30,000
INVESCO Bond Funds Inc. Variable High Yield Fund 7,000 * 7,000
INVESCO Bond Funds Inc. INVESCO High Yield Fund 76,000 1.3% 76,000
JMG Capital Partners, L.P. 449,900 7.6% 449,900
JMG Triton Offshore Fund Ltd 449,900 7.6% 449,900
Lebanon Mutual Insurance Company 2,500 * 2,500
Lutheran Brotherhood 45,000 * 45,000
Lyndon Property Insurance Company 2,000 * 2,000
Lyxor Master Fund 50,000 * 50,000
Massachusetts Mutual Corporate Value Partners Limited 7,000 * 7,000
Massachusetts Mutual High Yield Partners II LLC 79,165 1.3% 79,165
Massachusetts Mutual Life Insurance Company 126,165 2.1% 126,165
Medmarc Insurance Company 10,000 * 10,000
Morgan Stanley Dean Witter Convertible Securities Trust 32,500 * 32,500
New York Life Insurance Company 340,000 5.7% 340,000
New York Life Insurance and Annuity Corporation 30,000 * 30,000
The Northwestern Mutual Life Insurance Company 577,334 9.7% 577,334
Pacific Life Insurance Company 1,016,250 17.1% 1,016,250
Prudential Securities Inc. 20,100 * 20,100
TCW Group, Inc. 251,360 4.2% 251,360
Vesta-Inex Insurance Exchange IASA 10,000 * 10,000
---------- ------ -----------
3,823,274 64.4% 3,823,274
- -----------
* Represents beneficial ownership of less than one percent.
48
PLAN OF DISTRIBUTION
We are registering 3,823,274 PHONES on behalfterms of certain selling
security holders. We issued 5,940,960 PHONES on February 1, 2000,its agreements, if any, with Alliant Energy and its
compensation will be described in a private
placementthe applicable prospectus supplement.
Underwriters, agents and dealers may be entitled under Section 4(2) ofagreements entered
into with Alliant Energy and/or Resources to be indemnified against civil
liabilities, including liabilities under the Securities Act of 1933, as amended (the
"Securities Act"). Neither we noror to
contribution with respect to payments that the underwriters or agents may be
required to make in respect thereof. Underwriters, agents and dealers may be
customers of, engage in transactions with, or perform services for Alliant
Energy, CorporationResources and their subsidiaries and affiliates in the ordinary course
of business.
20
WHERE YOU CAN FIND MORE INFORMATION
Alliant Energy files annual, quarterly and current reports, proxy
statements and other information with the SEC. Alliant Energy and Resources also
filed a registration statement on Form S-3, including exhibits, under the
Securities Act of 1933 with respect to the securities offered by this
prospectus. This prospectus is a part of the registration statement, but does
not contain all of the information included in the registration statement or the
exhibits. You may read and copy the registration statement and any other
document that Alliant Energy or Resources files at the SEC's public reference
room at 450 Fifth Street, N.W., Washington D.C. You can call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. You can also find Alliant Energy's and Resources' public filings with the
SEC on the internet at a web site maintained by the SEC located at
http://www.sec.gov.
Alliant Energy and Resources are "incorporating by reference" specified
documents that Alliant Energy files with the SEC, which means:
o incorporated documents are considered part of this prospectus;
o Alliant Energy and Resources are disclosing important information to
you by referring you to those documents; and
o information Alliant Energy files with the SEC will receive
proceeds from this offering. The selling security holders namedautomatically
update and supersede information contained in this prospectusprospectus.
Alliant Energy and Resources incorporate by reference the documents listed
below and any future filings Alliant Energy makes with the SEC under Sections
13(a), 13(c), 14 or pledgees, donees, transferees or other successors-in-interest
selling PHONES received from a named selling security holder as a gift,
partnership distribution or other non-sale-related transfer15(d) of the Securities Exchange Act of 1934 after the date
of this prospectus (collectively,and before the "Selling Security Holders") may sell the
PHONES from time to time. The Selling Security Holders will act independently of
us in making decisions with respect to the timing, manner and size of each sale.
The sales may be made on one or more exchanges or in the over-the-counter market
or otherwise, at prices related to the then current market price or in
negotiated transactions. The Selling Security Holders may effect such
transactions by selling the PHONES to or through broker-dealers. The PHONES may
be sold by one or more of, or a combinationend of the following:
o a block trade in which the broker-dealer so engaged will attempt to
sell the PHONES as agent but may position and resell a portionoffering of the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its accountsecurities pursuant
to this prospectus;prospectus:
o an exchange distributionAlliant Energy's Annual Report on Form 10-K for the year ended
December 31, 2002;
o the description of Alliant Energy's common stock contained in accordance with the rules of such
exchangeits
Registration Statement on Form 8-B, dated April 1, 1988, and any
amendment or in a transaction in the over-the-counter market;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;report updating that description; and
o the description of Alliant Energy's common share purchase rights
contained in privately negotiated transactions.
In connection with salesits Registration Statement on Form 8-A, dated January 20,
1999, and any amendment or report updating that description.
Some of PHONES, the Selling Security Holders may
also enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of PHONES in the course of hedging positions they assume.
The Selling Security Holders may also sell PHONES short and deliver PHONES to
close out short positions,these reports, however, are or loan or pledge PHONES to broker-dealers that in
turn may sell such securities.
To the extent required, this prospectus may be amended or supplemented
from timefiled on a combined basis with
Alliant Energy's direct subsidiaries, Interstate Power and Light Company and
Wisconsin Power and Light Company. Information contained in these reports
relating to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Security Holders may arrange for
other broker-dealers to participate in the resales.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Security Holders.
Broker-dealers or agents may also receive compensation from the purchasers of
the PHONES for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Broker-dealers or agents and any other participating broker-dealers or
the Selling Security Holders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act in connection with sales of the
PHONES. Accordingly, any such commission, discount or concession receivedthese entities is filed by them on their own behalf and any profit on the resale of the PHONES purchasednot by
themAlliant Energy.
You may be deemed
to be underwriting discounts or commissions under the Securities Act. Because
Selling Security Holders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, the Selling Security Holders will be
subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule
49
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. The Selling Security Holders have advised us that
they have not entered into any agreements, understandings or arrangements with
any underwriters or coordinating broker acting in connection with the proposed
sale of PHONES by Selling Security Holders.
The PHONES will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the PHONES may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations of the Exchange Act, any person
engaged in the distribution of the PHONES may not simultaneously engage in
market making activities with respect to the PHONES forrequest a period of two business
days prior to the commencement of such distribution. In addition, each Selling
Security Holder will be subject to applicable provisions of the Exchange Act and
the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
PHONES by the Selling Security Holders. We will make copies of this prospectus
available to the Selling Security Holders and have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the timecopy of any sale of the PHONES.
We will bear all costs, expenses and fees in connection with the
registration of the PHONES. The Selling Security Holders will bear all
commissions and discounts, if any, attributablethese filings, at no cost, by writing to
the sales of the PHONES. The
Selling Security Holders may agree to indemnify any broker-dealerF. J. Buri, Corporate Secretary, Alliant Energy Corporation, 4902 North Biltmore
Lane, Madison, Wisconsin 53718, or agent that
participates in transactions involving sales of the PHONES against certain
liabilities, including liabilities arising under the Securities Act.
50by calling Mr. Buri at (608) 458-3311.
21
LEGAL MATTERS
Certain legal matters with respect toThe validity of the PHONESsecurities offered by this prospectus will be passed
upon for usAlliant Energy and Resources by Foley & Lardner, Milwaukee, Wisconsin.Lardner.
EXPERTS
The auditedconsolidated financial statements and the related financial statement
schedules of Alliant Energy incorporated in this registration statement by
reference in this prospectus and elsewhere infrom Alliant Energy's Annual Report on Form 10-K for the registration statementyear ended
December 31, 2002 have been audited by Arthur AndersenDeloitte & Touche LLP, independent
public accountants,auditors, as indicatedstated in their report, with respect thereto, and are included hereinhave been so incorporated in reliance
upon the authorityreport of saidsuch firm given upon their authority as experts in accounting
and auditing
in giving said report.
51
3,823,274 PAY PHONES(SM)
ALLIANT ENERGY RESOURCES, INC.
Exchangeable Senior Notes due 2030
(Exchangeable for Cash Based on Value of
McLeodUSA Incorporated Class A Common Stock)
Unconditionally Guaranteed by
ALLIANT ENERGY CORPORATION
PROSPECTUS
_____________________, 2001
(SM)Service mark of Merrill Lynch & Co., Inc.auditing.
22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by
the Registrant in connection with the issuance and distribution of the
securities being registered hereby.
Securities and Exchange Commission registration fee....... $64,757filing fee.............. $ 32,360
Legal fees and expenses.................................... 200,000
Accounting fees and expenses.............................. 10,000
Legalexpenses............................... 120,000
Printing expenses.......................................... 100,000
Trustee fees and expenses................................... 35,000
Printingexpenses.................................. 15,000
Miscellaneous.............................................. 22,640
---------
Total expenses........................................ $ 490,000
=========
All of the above fees and expenses................................ 25,000
Miscellaneous expenses.................................... 5,243
-------
Total............................................ $140,000
=======expenses will be paid by Alliant Energy
Corporation and Alliant Energy Resources, Inc. (the "Registrants"). Other than
the Securities and Exchange Commission filing fee, all fees and expenses are
estimated.
Item 15. Indemnification of Directors and OfficersOfficers.
Pursuant to the provisions of the Wisconsin Business Corporation Law and
Article VIII of the Registrants' Bylaws, directors and officers of the
Registrants are entitled to mandatory indemnification from the Registrants
against certain liabilities (which may include liabilities under the Securities
Act of 1933) and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding; and (ii) in proceedings in which the
director or officer is not successful in defense thereof, unless it is
determined that the director or officer breached or failed to perform his or her
duties to either Registrant and such breach or failure constituted: (a) a
willful failure to deal fairly with either Registrant or its shareholdersshareowners in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of criminal law unless the director or
officer had a reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct. Additionally, under the Wisconsin Business
Corporation Law, directors of the Registrants are not subject to personal
liability to the Registrants, their shareholdersshareowners or any person asserting rights
on behalf thereof, for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those outlined in (a) through (d) above.
The indemnification provided by the Wisconsin Business Corporation Law and
the Registrants' Bylaws is not exclusive of any other rights to which a director
or officer of the Registrants may be entitled. The Registrants also carry
directors' and officers' liability insurance.
The Registration Rights Agreement, dated February 1, 2000, by and among
the Registrants and Merrill Lynch & Co. contains provisions under which the
Merrill Lynch & Co. and the Selling Security Holders agree to indemnify the
directors and officers of the Registrants against certain liabilities, including
liabilities under the Securities Act of 1933 or to contribute to payments the
directors and officers may be required to make in respect thereof.
Item 16. Exhibits.
a. Exhibits.Exhibits and Financial Statement Schedules.
The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated)or
incorporated by reference as part of this Joint Registration Statement.
II-1
b. Financial Statement Schedules. Schedule II - Valuation and Qualifying
Accounts and Reserves is hereby incorporated by reference to Alliant Energy
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000
(File No. 1-9894). All other schedules are omitted because they are not
applicable or not required, or because the required information is shown either
in the consolidated financial statements or in the notes thereto.
c. Reports, Opinions or Appraisals. Not applicable.
Item 17. Undertakings.
2. The(a) Each of the undersigned Registrants hereby undertake:
a.undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
i.(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii.(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information
II-1
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
iii.(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided,Statement;
provided, however, that paragraphs (a)(1)(a)(i) and (a)(1)(a)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
b.(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
c.(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
3.(b) Each of the undersigned Registrants hereby undertakeundertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
4.(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing provisions set
forth or described in Item 15 of this Registration Statement, or
otherwise, the Registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a
Registrant of
II-2
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
each of the RegistrantRegistrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-3II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Wisconsin, this 20th day of July,
2001.on April 2, 2003.
ALLIANT ENERGY RESOURCES, INC.CORPORATION
By: /s/ Erroll B. Davis, Jr.
-----------------------------------------------------------------------------
Erroll B. Davis, Jr.
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Erroll B. Davis, Jr. Chairman and Chief Executive Officer July 20, 2001
- ------------------------- (Principal Executive Officer)
Erroll B. Davis, Jr.
/s/ Edward M. Gleason Vice President-Treasurer and July 20, 2001
- ------------------------- Corporate Secretary
Edward M. Gleason (Principal Financial Officer)
/s/ John E. Kratchmer Corporate Controller and Chief July 20, 2001
- ------------------------- Accounting Officer(Principal
John E. Kratchmer Accounting Officer)
* Director July 20, 2001
- -------------------------
Alan B. Arends
* Director July 20, 2001
- -------------------------
Jack B. Evans
* Director July 20, 2001
- -------------------------
Joyce L. Hanes
* Director July 20, 2001
- -------------------------
Lee Liu
* Director July 20, 2001
- -------------------------
Katharine C. Lyall
Director
- -------------------------
Signature Title Date
--------- ----- ----
/s/ Erroll B. Davis, Jr. Chairman, President and Chief April 2, 2003
- -------------------------------- Executive Officer and Director
Erroll B. Davis, Jr. (Principal Executive Officer)
/s/ Thomas M. Walker Executive Vice President and Chief April 2, 2003
- -------------------------------- Financial Officer (Principal
Thomas M. Walker Financial Officer)
/s/ John E. Kratchmer Vice President- Controller and Chief April 2, 2003
- -------------------------------- Accounting Officer (Principal
John E. Kratchmer Accounting Officer)
* Director April 2, 2003
- --------------------------------
Alan B. Arends
* Director April 2, 2003
- --------------------------------
Jack B. Evans
* Director April 2, 2003
- --------------------------------
Joyce L. Hanes
* Director April 2, 2003
- --------------------------------
Lee Liu
* Director April 2, 2003
- --------------------------------
Katharine C. Lyall
* Director April 2, 2003
- --------------------------------
Singleton B. McAllister
II-4
S-1
Director
- -------------------------
David A. Perdue
* Director July 20, 2001
- -------------------------
Judith D. Pyle
* Director July 20, 2001
- -------------------------
Robert W. Schlutz
* Director July 20, 2001
- -------------------------
Wayne H. Stoppelmoor
* Director July 20, 2001
- -------------------------
Anthony R. Weiler
*By: /s/ Erroll B. Davis, Jr.
--------------------------
Signature Title Date
--------- ----- ----
* Director April 2, 2003
- --------------------------------
David A. Perdue
* Director April 2, 2003
- --------------------------------
Judith D. Pyle
* Director April 2, 2003
- --------------------------------
Robert W. Schlutz
* Director April 2, 2003
- --------------------------------
Wayne H. Stoppelmoor
* Director April 2, 2003
- --------------------------------
Anthony R. Weiler
*By: /s/ Erroll B. Davis, Jr.
---------------------------
Erroll B. Davis, Jr.
Attorney-in-fact
II-5
S-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Wisconsin, this 20th day of July,
2001.on April 2, 2003.
ALLIANT ENERGY CORPORATIONRESOURCES, INC.
By: /s/ Erroll B. Davis, Jr.
------------------------------------------------------------------------
Erroll B. Davis, Jr.
Chairman President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Erroll B. Davis, Jr. Chairman, President and Chief July 20, 2001
- --------------------------- Executive Officer and Director
Erroll B. Davis, Jr. (Principal Executive Officer)
/s/ Thomas M. Walker Executive Vice President and July 20, 2001
- --------------------------- Chief Financial Officer
Thomas M. Walker (Principal Financial Officer)
/s/ John E. Kratchmer Corporate Controller and Chief July 20, 2001
- --------------------------- Accounting Officer
John E. Kratchmer (Principal Accounting Officer)
* Director July 20, 2001
- ---------------------------
Alan B. Arends
* Director July 20, 2001
- ---------------------------
Jack B. Evans
* Director July 20, 2001
- ---------------------------
Joyce L. Hanes
* Director July 20, 2001
- ---------------------------
Lee Liu
* Director July 20, 2001
- ---------------------------
Katharine C. Lyall
Director
- ---------------------------
Signature Title Date
--------- ----- ----
/s/ Erroll B. Davis, Jr. Chairman, President and Chief April 2, 2003
- -------------------------------- Executive Officer and Director
Erroll B. Davis, Jr. (Principal Executive Officer)
/s/ Thomas M. Walker Executive Vice President and Chief April 2, 2003
- -------------------------------- Financial Officer (Principal
Thomas M. Walker Financial Officer)
/s/ John E. Kratchmer Vice President- Controller and Chief April 2, 2003
- -------------------------------- Accounting Officer (Principal
John E. Kratchmer Accounting Officer)
* Director April 2, 2003
- --------------------------------
Alan B. Arends
* Director April 2, 2003
- --------------------------------
Jack B. Evans
* Director April 2, 2003
- --------------------------------
Joyce L. Hanes
* Director April 2, 2003
- --------------------------------
Lee Liu
* Director April 2, 2003
- --------------------------------
Katharine C. Lyall
* Director April 2, 2003
- --------------------------------
Singleton B. McAllister
II-6
S-3
Signature Title Date
--------- ----- ----
* Director April 2, 2003
- --------------------------------
David A. Perdue
* Director April 2, 2003
- --------------------------------
Judith D. Pyle
* Director April 2, 2003
- --------------------------------
Robert W. Schlutz
* Director April 2, 2003
- --------------------------------
Wayne H. Stoppelmoor
* Director April 2, 2003
- --------------------------------
Anthony R. Weiler
*By: /s/ Erroll B. Davis, Jr.
---------------------------
David A. Perdue
* Director July 20, 2001
- ---------------------------
Judith D. Pyle
* Director July 20, 2001
- ---------------------------
Robert W. Schlutz
* Director July 20, 2001
- ---------------------------
Wayne H. Stoppelmoor
* Director July 20, 2001
- ---------------------------
Anthony R. Weiler
*By: /s/ Erroll B. Davis, Jr.
--------------------------
Erroll B. Davis, Jr.
Attorney-in-fact
II-7
S-4
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
(1.1) Form of DocumentUnderwriting Agreement for Common Stock.*
(1.2) Form of Underwriting Agreement for Debt Securities.*
(1.3) Form of Underwriting Agreement for Stock Purchase Contracts or Stock
Purchase Units.*
(4.1) Restated Articles of Incorporation of Alliant Energy Corporation
("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).
(4.2) Rights Agreement, dated January 20, 1999, between Alliant Energy and
Wells Fargo Bank Minnesota, N.A., successor (incorporated by reference
to Exhibit 4.1 to Alliant Energy's Registration Statement on Form 8-A,
dated January 20, 1999).
(4.3) Indenture of Mortgage or Deed of Trust dated August 1, 1941, between
Wisconsin Power and Light Company ("WP&L") and First
Wisconsin Trust Company (FirstarU.S. Bank N.A., successor)National
Association ("U.S. Bank") and George B. Luhman (Brian J. Gardner, successor),Robert T. Jones, successor, as Trustees,
filed as Exhibit 7(a) in File No. 2-6409, and the indentures
supplemental thereto dated, respectively, January 1, 1948, September
1, 1948, June 1, 1950, April 1, 1951, April 1, 1952, September 1,
1953, October 1, 1954, March 1, 1959, May 1, 1962, August 1, 1968,
June 1, 1969, October 1, 1970, July 1, 1971, April 1, 1974, December
1, 1975, May 1, 1976, May 15, 1978, August 1, 1980, January 15, 1981,
August 1, 1984, January 15, 1986, June 1, 1986, August 1, 1988,
December 1, 1990, September 1, 1991, October 1, 1991, March 1, 1992,
May 1, 1992, June 1, 1992 and July 1, 1992 [Second(Second Amended Exhibit
7(b) in File No. 2-7361; Amended Exhibit 7(c) in File No. 2-7628;
Amended Exhibit 7.02 in File No. 2-8462; Amended Exhibit 7.02 in File
No. 2-8882; Second Amendment Exhibit 4.03 in File No. 2-9526; Amended
Exhibit 4.03 in File No. 2-10406; Amended Exhibit 2.02 in File No.
2-11130; Amended Exhibit 2.02 in File No. 2-14816; Amended Exhibit
2.02 in File No. 2-20372; Amended Exhibit 2.02 in File No. 2-29738;
Amended Exhibit 2.02 in File No. 2-32947; Amended Exhibit 2.02 in File
No. 2-38304; Amended Exhibit 2.02 in File No. 2-40802; Amended Exhibit
2.02 in File No. 2-50308; Exhibit 2.01(a) in File No. 2-57775; Amended
Exhibit 2.02 in File No. 2-56036; Amended Exhibit 2.02 in File No.
2-61439; Exhibit 4.02 in File No. 2-70534; Amended Exhibit 4.03 in
File No. 2-70534; Exhibit 4.02 in File No. 33-2579; Amended Exhibit
4.03 in File No. 33-2579; Amended Exhibit 4.02 in File No. 33-4961;
Exhibit 4.24 in File No. 33-45726, Exhibit 4.25 in File No. 33-45726,
Exhibit 4.26 in File No. 33-45726, Exhibit 4.27 in File No. 33-45726,
Exhibit 4.1 to WP&L's Form 8-K dated March 9, 1992, Exhibit 4.1 to
WP&L's Form 8-K dated May 12, 1992, Exhibit 4.1 to WP&L's Form 8-K
dated June 29, 1992 and Exhibit 4.1 to WP&L's Form 8-K dated July 20,
1992]1992).
(4.2)(4.4) Indenture, dated as of June 20, 1997, between WP&L and Firstar
Trust Company (FirstarU.S. Bank, N.A., successor), as
Trustee, relating to debt securities [incorporated(incorporated by reference to
Exhibit 4.33 to Amendment No. 2 to WP&L's Registration Statement on
Form S-3 (Registration No. 33-60917)]).
(4.3)(4.5) Officers' Certificate, dated as of June 25, 1997, creating WP&L's 7%
debentures due June 15, 2007 [incorporated(incorporated by reference to Exhibit 4
to WP&L's Current Report on Form 8-K, dated June 25, 1997]1997).
(4.4)(4.6) Officers' Certificate, dated as of October 27, 1998, creating WP&L's
5.70%5.7% debentures due October 15, 2008 [incorporated(incorporated by reference to
Exhibit 4 to WP&L's Current Report on Form 8-K, dated October 27, 1998]1998).
(4.5)- -------------------------
* To be filed by amendment or under subsequent Current Report on form 8-K.
E-1
Exhibit
Number Document Description
- ------ --------------------
(4.7) Officers' Certificate, dated as of March 1, 2000, creating WP&L's
7-5/8% debentures due March 1, 2010 [incorporated(incorporated by reference to
Exhibit 4 to WP&L's Current Report on Form 8-K, dated March 1, 2000]2000).
E-1
(4.6)(4.8) Indenture of Mortgage and Deed of Trust, dated as of September 1,
1993, between IES Utilities Inc. ("IESU") (formerly Iowa
ElectricInterstate Power and Light and Power Company ("IE")IP&L") and The First National
Bank of Chicago, (Bank One
Trust Company, National Association successor)("Bank One Trust"), successor, as
Trustee (Mortgage) (incorporated by reference to Exhibit 4(c) to IESU'sIP&L's Form 10-Q
for the quarter ended September 30, 1993), and the indentures
supplemental thereto dated, respectively, October 1, 1993, November 1,
1993, March 1, 1995, September 1, 1996 and April 1, 1997 [Exhibit(Exhibit 4(d)
in IESU'sIP&L's Form 10-Q dated November 12, 1993, Exhibit 4(e) in IESU'sIP&L's
Form 10-Q dated November 12, 1993, Exhibit 4(b) in IESU'sIP&L's Form 10-Q
dated May 12, 1995, Exhibit 4(c)(i) in IESU'sIP&L's Form 8-K dated September
19, 1996 and Exhibit 4(a) in IESU'sIP&L's Form 10-Q dated May 14, 1997]1997).
(4.7)(4.9) Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940,
between IESU (formerly IE)IP&L and The First National Bank of
Chicago, (Bank One Trust, Company, National Association,
successor),successor, as Trustee (1940 Indenture) [incorporated(incorporated
by reference to Exhibit 2(a) to IESU'sIP&L's Registration Statement, File
No. 2-25347]2-25347), and the indentures supplemental thereto dated,
respectively, March 1, 1941, July 15, 1942, August 2, 1943, August 10,
1944, November 10, 1944, August 8, 1945, July 1, 1946, July 1, 1947,
December 15, 1948, November 1, 1949, November 10, 1950, October 1,
1951, March 1, 1952, November 5, 1952, February 1, 1953, May 1, 1953,
November 3, 1953, November 8, 1954, January 1, 1955, November 1, 1955,
November 9, 1956, November 6, 1957, November 4, 1958, November 3,
1959, November 1, 1960, January 1, 1961, November 7, 1961, November 6,
1962, November 5, 1963, November 4, 1964, November 2, 1965, September
1, 1966, November 30, 1966, November 7, 1967, November 5, 1968,
November 1, 1969, December 1, 1970, November 2, 1971, May 1, 1972,
November 7, 1972, November 7, 1973, September 10, 1974, November 5,
1975, July 1, 1976, November 1, 1976, December 1, 1977, November 1,
1978, December 1, 1979, November 1, 1981, December 1, 1980, December
1, 1982, December 1, 1983, December 1, 1984, March 1, 1985, March 1,
1988, October 1, 1988, May 1, 1991, March 1, 1992, October 1, 1993,
November 1, 1993, March 1, 1995, September 1, 1996 and April 1, 1997
[Exhibit(Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 2(a) in File No. 2-25347,
Exhibit 2(a) in File No. 2-25347, Exhibit 4.10 in IESU'sIP&L's Form 10-K for
the year 1966, Exhibit 4.10 in IESU'sIP&L's Form 10-K for the year 1966,
Exhibit 4.10 in IESU'sIP&L's Form 10-K for the year 1967, Exhibit 4.10 in
IESU'sIP&L's Form 10-K for the year 1968, Exhibit 4.10 in IESU'sIP&L's Form 10-K
for the year 1969, Exhibit 1 in IESU'sIP&L's Form 8-K dated December 1970,
Exhibit 2(g) in File No. 2-43131, Exhibit 1 in IESU'sIP&L's Form 8-K dated
May 1972, Exhibit 2(i) in File No. 2-56078, Exhibit 2(j) in File No.
2-56078, Exhibit 2(k) in File No. 2-56078, Exhibit 2(l) in File No.
2-56078, Exhibit 1 in IESU'sIP&L's Form 8-K dated July 1976, Exhibit E-2
1 in
IESU'sIP&L's Form 8-K dated December 1976, Exhibit 2(o) in File No. 2-60040,
Exhibit 1 in IESU'sIP&L's Form 10-Q dated June 30, 1979, Exhibit 2(q) in
Form S-16 in File No. 2-65996, Exhibit 2 in IESU'sIP&L's Form 10-Q dated
March 31, 1982, Exhibit 4(s) in IESU'sIP&L's Form 10-K for the year 1981,
Exhibit 4(t) in IESU'sIP&L's Form 10-K for the year 1982, Exhibit 4(u) in
IESU'sIP&L's Form 10-K for the year 1983, Exhibit 4(v) in IESU'sIP&L's Form 10-K
for the year 1984, Exhibit 4(w) in IESU'sIP&L's Form 10-K for the year 1984,
Exhibit 4(b) in IESU'sIP&L's Form 10-Q dated May 12, 1988, Exhibit 4(c) in
IESU'sIP&L's Form 10-Q dated November 10, 1988, Exhibit 4(d) in IESU'sIP&L's Form
10-Q dated August 13, 1991, Exhibit 4(c) in IESU'sIP&L's Form 10-K for the
year 1991, Exhibit 4(a) in IESU'sIP&L's Form 10-Q dated November 12, 1993,
Exhibit 4(b) in IESU'sIP&L's Form 10-Q dated November 12, 1993, Exhibit 4(a)
in IESU'sIP&L's Form 10-Q dated May 12, 1995, Exhibit 4(f) in IESU'sIP&L's Form
8-K dated September 19, 1996 and Exhibit 4(b) in IESU'sIP&L's Form 10-Q
dated May 14, 1997]1997).
(4.8)E-2
Exhibit
Number Document Description
- ------ --------------------
(4.10) Indenture ofor Deed of Trust dated as of February 1, 1923, between IESU (successor to Iowa Southern Utilities Company ("IS") as
result of merger of ISIP&L
and IE) and The Northern Trust Company
(BankBank One Trust, Company, National Association, successor)successor, and Harold H. Rockwell (LawrenceLawrence Dillard, successor),successor, as
Trustees (1923 Indenture) [incorporated(incorporated by reference to Exhibit B-1 to File No.
2-1719]2-1719), and the indentures supplemental thereto dated, respectively,
May 1, 1940, May 2, 1940, October 1, 1945, October 2, 1945, January 1,
1948, September 1, 1950, February 1, 1953, October 2, 1953, August 1,
1957, September 1, 1962, June 1, 1967, February 1, 1973, February 1,
1975, July 1, 1975, September 2, 1975, March 10, 1976, February 1,
1977, January 1, 1978, March 1, 1979, March 1, 1980, May 31, 1986,
July 1, 1991, September 1, 1992 and December 1, 1994 [Exhibit(Exhibit B-1-k in
File No. 2-4921, Exhibit B-1-1B-1-l in File No. 2-4921, Exhibit 7(m) in
File No. 2-8053, Exhibit 7(n) in File No. 2-8053, Exhibit 7(o) in File
No. 2-8053, Exhibit 4(e) in File No. 33-3995, Exhibit 4(b) in File No.
2-10543, Exhibit 4(q) in File No. 2-10543, Exhibit 2(b) in File No.
2-13496, Exhibit 2(b) in File No. 2-20667, Exhibit 2(b) in File No.
2-26478, Exhibit 2(b) in File No. 2-46530, Exhibit 2(aa) in File No.
2-53860, Exhibit 2(bb) in File No. 2-54285, Exhibit 2(bb) in File No.
2-57510, Exhibit 2(cc) in File No. 2-57510, Exhibit 2(ee) in File No.
2-60276, Exhibit 2 in File No. 0-849, Exhibit 2 in File No. 0-849,
Exhibit 2 in File No. 0-849, Exhibit 4(g) in File No. 33-3995, Exhibit
4(h) in File No. 0-849, Exhibit 4(m) in File No. 0-849 and Exhibit
4(f) in File No. 0-4117-1]0-4117-1).
(4.9)(4.11) Indenture (For Unsecured Subordinated Debt Securities), dated as of
December 1, 1995, between IESUIP&L and The First National Bank of
Chicago (Bank One Trust, Company, National Association,
successor),successor, as
Trustee (Subordinated Indenture) [incorporated(incorporated by reference to Exhibit 4(i) to IESU'sIP&L's Amendment
No. 1 to Registration Statement, File No. 33-62259]33-62259).
(4.10)(4.12) Indenture (For Senior Unsecured Debt Securities), dated as of August
1, 1997, between IESUIP&L and The First National Bank of
Chicago (Bank One Trust, Company, National Association,
successor),successor, as Trustee
[incorporated(incorporated by reference to Exhibit 4(j) to IESU'sIP&L's Registration
Statement, File No. 333-32097]333-32097).
(4.11)(4.13) Officers' Certificate, dated as of August 4, 1997, creating IESU'sIP&L's
6-5/8% Senior Debentures, Series A, due 2009 [incorporated(incorporated by
reference to Exhibit 4.12 to Alliant Energy
Corporation'sIP&L's Annual Report on Form 10-K for the
year ended December 31, 2000]2000).
E-3
(4.12)(4.14) Officers' Certificate, dated as of March 6, 2001, creating IESU'sIP&L's
6-3/4% Senior Debentures, Series B, Senior Debentures due 2011 [incorporated(incorporated by
reference to Exhibit 4 to IESU's Current Report onIP&L's Form 8-K, dated March 6, 2001]2001).
(4.13)(4.15) The Original through the Nineteenth Supplemental Indentures of Interstate Power Company ("IPC")IP&L,
successor, to TheJPMorgan Chase Manhattan Bank and Carl E. Buckley and C. J. Heinzelmann, as Trustees (JamesJames P. Freeman, successor, as
Trustee),Trustee, dated January 1, 1948 securing First Mortgage Bonds
[incorporated(incorporated by reference to Exhibits 4(b) through 4(t) to IPC'sInterstate
Power Company's ("IPC") Registration Statement No. 33-59352 dated
March 11, 1993]1993).
(4.14)(4.16) Twentieth Supplemental Indenture of IPCIP&L, successor, to TheJPMorgan Chase Manhattan
Bank and C. J. Heinzelmann (JamesJames P. Freeman, successor),successor, as Trustees, dated May 15, 1993
[incorporated(incorporated by reference to Exhibit 4(u) to IPC's Registration
Statement No. 33-59352 dated March 11, 1993]1993).
(4.15)(4.17) Twenty-First Supplemental Indenture relatingof IP&L, successor, to Alliant Energy Resources, Inc.'s debt
securities,JPMorgan
Chase Bank and James P. Freeman, as Trustees, dated December 31, 2001
(incorporated by reference to Exhibit 4.3 to IP&L's Form 8-K, dated
January 1, 2002).
(4.18) Indenture, dated as of November 4, 1999, among Alliant Energy
Resources, Inc. ("Resources"), Alliant Energy, Corporation, as Guarantor, and FirstarU.S.
Bank, N.A., as Trustee [incorporated(incorporated by reference to Exhibit 4.1 to
Alliant Energy Resources, Inc.'sResources' and Alliant Energy Corporation'sEnergy's Registration Statement on Form S-4
(Registration(Reg. No. 333-92859)), and the indentures supplemental thereto dated,
respectively, November 4, 1999, and February 1, 2000, November 15, 2001
and December 26, 2002 (Exhibit 4.2 in FileResources' and Alliant Energy's
Registration Statement on Form S-4 (Registration No. 33-92859 and333-92859),
Exhibit 99.4 in Alliant Energy Corporation'sEnergy's Form 8-K dated February 1, 2000].
(4.16)2000,
Exhibit 4.4 in Resources' and Alliant Energy's Registration Rights Agreement, related toStatement
on Form S-4 (Registration No. 333-75020) and Exhibit 4.16a in Alliant
Energy
Resources, Inc.'s PHONES, dated February 1, 2000, among Alliant
Energy Resources, Inc., Alliant Energy Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated [incorporated by
reference to Exhibit 99.5 to Alliant Energy Corporation's
CurrentEnergy's Annual Report on Form 8-K dated February 1, 2000].
(5) Opinion of Foley & Lardner (including consent of counsel).
(10.1) Third Amended and Restated November 1998 Stockholders' Agreement
entered into as of March 10, 2000, by and among McLeodUSA
Incorporated, Alliant Energy Corporation, Alliant Energy
Investments, Inc. and certain other principal stockholders of
McLeodUSA Incorporated [incorporated by reference to Exhibit
10.2 to Alliant Energy Corporation's Quarterly Report on Form
10-Q10-K for the quarteryear ended MarchDecember 31,
2000]2002).
(10.2) Third Amended and Restated January 1999 Stockholders' Agreement
entered into asE-3
Exhibit
Number Document Description
- ------ --------------------
(4.19) Form of March 10, 2000, by and among McLeodUSA
Incorporated, Alliant Energy Corporation, Alliant Energy
Investments, Inc. and certain other principal stockholdersStock Purchase Contract Agreement.*
(4.20) Form of McLeodUSA Incorporated [incorporated by reference to Exhibit
10.3 to Alliant Energy Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000].
(10.3) Amendment No. 1 to Third Amended and Restated November 1998
Stockholders' Agreement entered into as of March 10, 2000, by
and among McLeodUSA Incorporated, Alliant Energy Corporation,
Alliant Energy Investments, Inc. and certain other principal
E-4
stockholders of McLeodUSA Incorporated, dated as of July 7, 2000
[incorporated by reference to Exhibit 10.1 to Alliant Energy
Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000].
(10.4) Amendment No. 1 to Third Amended and Restated January 1999
Stockholders' Agreement entered into as of March 10, 2000, by
and among McLeodUSA Incorporated, Alliant Energy Corporation,
Alliant Energy Investments, Inc. and certain other principal
stockholders of McLeodUSA Incorporated, dated as of July 7, 2000
[incorporated by reference to Exhibit 10.2 to Alliant Energy
Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000].
(12) Statement re computation of ratios of earnings to fixed charges.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)).
(24) Powers of Attorney.
(25) Form T-1 Statement of Eligibility and Qualification under the
TrustSupplemental Indenture Act of 1939 of Firstar Bank, N.A. relating to the Indenture.Debt Securities.*
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrants agreeAlliant Energy
agrees to furnish to the SEC,Securities and Exchange Commission, upon
request, any instrument defining the rights of holders of unregistered long-term
debt not being registered that is not filed as an exhibit to this
Registration Statement on Form S-3. No such instrument authorizes
securities in excess of 10% of the total assets of Alliant Energy Corporation, Alliant Energy Resources, Inc., WP&L, IPC or IESU,Energy.
(5) Opinion of Foley & Lardner (including consent of counsel).
(12) Computation of ratios of earnings to fixed charges.
(23.1) Consent of Foley & Lardner (filed as part of Exhibit (5)).
(23.2) Consent of Deloitte & Touche LLP.
(24) Powers of attorney.
(25) Form T-1 Statement of Eligibility and Qualification under the case may be.Trust
Indenture Act of 1939 of U.S. Bank National Association.
Documents incorporated by reference to filings made by Alliant Energy Corporation under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are under File No.
1-9894. Documents incorporated by reference to filings made by WP&L under the
Securities Exchange1934 Act of 1934, as amended, are under File No. 0-337. Documents incorporated by reference to
filings made by IES Industries Inc.IP&L under the Securities Exchange1934 Act of 1934, as amended, are under File No. 1-9187.
Documents incorporated by reference to filings made by IESU under the Securities
Exchange Act of 1934, as amended, are under File No. 0-4117-1. Documents
incorporated by reference to filings made by IPC under the Securities Exchange1934 Act of 1934, as amended, are under
File No. 1-3632.
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* To be filed by amendment or under subsequent Current Report on Form 8-K.
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