[Federal Register: April 6, 2004 (Volume 69, Number 66)]
[Notices]
[Page 18144-18145]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr06ap04-149]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-27826]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
March 31, 2004.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated under the Act. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendment(s) is/are available for public
inspection through the Commission's Branch of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by April 26, 2004, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549-0609, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in the case of an attorney at law,
by certificate) should be filed with the request. Any request for
hearing should identify specifically the issues of facts or law that
are disputed. A person who so requests will be notified of any hearing,
if ordered, and will receive a copy of any notice or order issued in
the matter. After April 26, 2004, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
Alliant Energy Corporation (70-10207)
Notice of Proposal to Amend Articles of Incorporation; Order
Authorizing the Solicitation of Proxies
Alliant Energy Corporation (``Alliant Energy''), a registered
holding company, 4902 N. Biltmore Lane, Madison, Wisconsin 53718, has
filed a declaration (``Declaration'') under sections 6(a), 7, and 12(e)
of the Act and rules 54, 62, and 65 under the Act.
Alliant Energy requests authority to: (1) Amend its Restated
Articles of Incorporation, as amended (``Restated Articles''), to
increase the number of authorized shares of common stock that it may
issue; and (2) solicit shareholder consents in connection with that
proposed amendment (``Proxy Solicitation'') for use at its annual
shareholders' meeting (``Annual Meeting''), which is scheduled to take
place May 21, 2004.
Alliant Energy is authorized under its Restated Articles to issue
200 million shares of common stock, $0.01 par value per share.
Currently, there are only 21,004,131 authorized shares of Alliant
Energy available for issuance for future business purposes.\1\ Alliant
Energy's board of directors has approved for submission to its
shareowners at its 2004 Annual Meeting an amendment to the Restated
Articles that would increase the number of authorized shares of common
stock from 200,000,000 to 240,000,000.
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\1\ As of December 31, 2003, 110,962,910 shares of its common
stock were issued and outstanding. In addition, Alliant energy
reserved, as of December 31, 2003, the following number of shares
for the purposes specified: 1,914,047 shares were reserved for
issuance under the company's Shareowner Direct Plan; 2,433,182
shares were reserved for issuance under the company's Long-Term
Equity Incentive Plan; 3,800,000 shares were reserved for issuance
under the company's 2002 Equity Incentive Plan; 220,440 shares were
reserved for issuance under the company's 401(k) Plan; and
59,665,290 shares were reserved for issuance under the company's
Rights Agreement.
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Alliant Energy anticipates that it will require in the future a
greater number of authorized shares of common stock than is currently
available under its Restated Articles to issue new equity to fund its
capital expenditure program, including its recently announced domestic
regulated generation build-out program. By this Declaration, Alliant
Energy is not requesting any new or additional financing authority.
For the proposed amendment to the Restated Articles to be approved,
the number of shareholder votes cast in favor of the proposal must
exceed the number of votes cast against it at the Annual Meeting.
Alliant Energy has requested that an order be issued authorizing
commencement of the Proxy Solicitation. It appears that, regarding the
Proxy Solicitation, the Declaration should be permitted to become
effective immediately under rule 62(d).
The proposed transaction is subject to rule 54 under the Act. Rule
54 provides that, in determining whether to approve any transaction
that does not relate to an ``exempt wholesale generator'' (``EWG'') or
``foreign utility company'' (``FUCO''), as defined in sections 32 and
33, respectively, the Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an EWG or FUCO
upon the registered holding company system if paragraphs (a), (b) and
(c) of rule 53 are satisfied.
Currently, Alliant Energy does not meet all of the conditions of
rule 53(a). As of December 31, 2003, Alliant Energy's ``aggregate
investment,'' as defined in rule 53(a)(1), in EWGs and FUCOs was
approximately $517.5 million, or approximately sixty-six percent of
Alliant Energy's average ``consolidated retained earnings,'' also as
defined in rule 53(a)(1), for the four quarters ended December 31, 2003
($784.6 million). Although this exceeds the 50% ``safe harbor''
limitation contained in rule 53(a), it is within the investment limit
previously authorized by the Commission. See Holding Company Act
Release No. 27448 (October 3, 2001) (``EWG/FUCO Order'') (authorizing
Alliant Energy to increase its ``aggregate investment'' in EWGs and
FUCOs to an amount equal to 100% of its average consolidated retained
earnings). Alliant Energy satisfies all of the other conditions of
paragraphs (a) and (b) of rule 53, and none of the adverse conditions
specified in rule 53(b) exist.
Since September 30, 2001, the end of the quarterly period
immediately preceding the issuance of the EWG/FUCO Order, Alliant
Energy has experienced an increase in consolidated common stock
equity.\2\ Alliant Energy states that the proposed transactions will
have no impact on its consolidated capitalization.
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\2\ As of December 31, 2003, Alliant Energy's consolidated
capitalization consisted of 47.5% common equity, 4.9% preferred
stock, 43.6% long-term debt (including variable rate demand bonds
classified as current), and 4.0% short-term debt (including current
maturities of long-term debt); as of September 30, 2001, its
consolidated capitalization consisted of 36.3% common equity, 2.6%
preferred stock, 51.2% long-term debt (including variable rate
demand bonds classified as current), and 9.9% short-term debt
(including current maturities of long-term debt).
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With regard to earnings attributable to its investments in EWGs and
FUCOs, Alliant has experienced losses from its portfolio of FUCOs in
calendar years 2000, 2001 2002, and 2003 ($17.7 million, $25.3 million,
and $26.7 million, respectively). The company's losses on its Brazil
investments were unexpectedly large in 2002, resulting primarily from
the impact of a decline in currency translation rates, as well as from
charges related to recovery of the impacts of electricity rationing in
Brazil and other prior costs. Since then, energy demand has increased
and several rate increases have been approved. In fiscal year 2003,
Alliant Energy's FUCO
[[Page 18145]]
investments generated approximately $3.8 million in income (not
including gain from sale of Australian FUCO investments).
The fees, commissions and expenses incurred or to be incurred by
Alliant Energy in connection with the proposed transactions, including
the Proxy Solicitation, are estimated not to exceed $21,000.
No state commission, and no federal commission, other than this
Commission, has jurisdiction over the proposed Proxy Solicitation.
It Is Ordered, under rule 62 under the Act, that, with respect to
the Proxy Solicitation, the Declaration is permitted to become
effective immediately, subject to the terms and conditions contained in
rule 24 under the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-7689 Filed 4-5-04; 8:45 am]
BILLING CODE 8010-01-P