UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): August 2, 2004
Interstate Power and Light Company
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(Exact name of registrant as specified in its charter)
Iowa 0-4117-1 42-0331370
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
200 First Street, SE, Cedar Rapids, Iowa 52401
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(Address of principal executive offices, including zip code)
(319) 786-4411
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(Registrant's telephone number)
Item 5. Other Events and Regulation FD Disclosure.
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On August 2, 2004, Interstate Power and Light Company
(the "Company") agreed to sell $25 million aggregate principal
amount of its 6.30% senior debentures due 2034 in a public
offering through Lehman Brothers Inc., Merrill Lynch & Co. and
Merrill Lynch, Pierce, Fenner & Smith, Incorporated. This
offering is expected to close on August 5, 2004. The offering is
a reopening of the Company's series of 6.30% senior debentures
due 2034, $100 million aggregate principal amount of which were
sold on May 6, 2004.
The senior debentures are subject to a Registration
Statement on Form S-3 (Registration No. 333-114065) that the
Company filed with the Securities and Exchange Commission ("SEC")
relating to the public offering, pursuant to Rule 415 of the
Securities Act of 1933, as amended, of up to an aggregate of $210
million of securities of the Company. In connection with the
Company filing with the SEC a definitive prospectus supplement,
dated July 28, 2004, and prospectus, dated April 15, 2004,
relating to the public offering of senior debentures described
above, the Company is filing certain exhibits as part of this
Current Report on Form 8-K. See "Item 7. Financial Statements
and Exhibits."
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith:
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(1.1) Purchase Agreement, dated August 2, 2004,
among Interstate Power and Light Company and
Lehman Brothers Inc., Merrill Lynch & Co.
and Merrill Lynch, Pierce, Fenner & Smith,
Incorporated.
(4.1) Officer's Certificate, dated August 2, 2004,
reopening the 6.30% Senior Debentures due
2034.
(5) Opinion of Foley & Lardner LLP, dated August
2, 2004.
(23) Consent of Foley & Lardner LLP (contained in
Exhibit (5) hereto).
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
INTERSTATE POWER AND LIGHT COMPANY
Date: August 3, 2004 By: /s/ T. Hanson
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Thomas L. Hanson
Vice President and Treasurer
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INTERSTATE POWER AND LIGHT COMPANY
Exhibit Index to Current Report on Form 8-K
Dated August 2, 2004
Exhibit
Number
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(1.1) Purchase Agreement, dated August 2, 2004, among
Interstate Power and Light Company and Lehman Brothers
Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith, Incorporated.
(4.1) Officer's Certificate, dated August 2, 2004, reopening
the 6.30% Senior Debentures due 2034.
(5) Opinion of Foley & Lardner LLP, dated August 2, 2004.
(23) Consent of Foley & Lardner LLP (contained in Exhibit
(5) hereto).
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