[Federal Register Volume 63, Number 248 (Monday, December 28, 1998)]
[Notices]
[Page 71524]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-34205]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26955]


Filings Under the Public Utility Holding Company Act of 1935, as 
amended (``Act'')

December 18, 1998.
    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 
applications(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments is/are available for public 
inspection through the Commission's Office 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 January 13, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, and serve a copy on the relevant 
applicant(s) and/or declarants(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
should identify specifically the issues of fact 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 January 13, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Interstate Energy Corporation

[70-9401]

    Interstate Energy Corporation (``Interstate''), 222 West Washington 
Avenue, Madison, Wisconsin 53703-0192, a registered holding company, 
has filed an application-declaration under sections 6(a), 7, 9(a), 10 
and 12(c) of the Act, and rules 42, 46 and 54 under the Act.
    Interstate proposes to adopt a stockholder rights plan (``Plan'') 
and to enter into a rights agreement (``Agreement''). Under the Plan, 
Interstate's board of directors (``Board'') proposes to declare a 
dividend of one right (``Right'') for each outstanding share of 
Interstate common stock, $.01 par value (``Common Stock''). The 
dividend will be payable to stockholders of record on a record date yet 
to be determined. Each Right would entitle the holder to purchase one-
half of a share of Common Stock at a price of $47.50 per one-half share 
of Common Stock, subject to adjustment (``Purchase Price'').
    The Rights may not be exercised until the ``Distribution Date,'' 
which is defined in the Agreement as the earlier of two dates. The 
first is ten days after the first public announcement that any person, 
group or other entity (``Person'') has acquired, or obtained the right 
to acquire or to vote, beneficial ownership of 15% or more of Common 
Stock (such Person, an ``Acquiring Person'' and such event, an 
``Acquisition Event''). The second is ten business days (unless 
extended by the Board) after any Person has commenced, or announced an 
intention to commence a tender or exchange offer which would, upon its 
consummation, result in the Person becoming an Acquiring Person.
    After the Distribution Date, each Right holder may exercise a 
Right, upon payment of the Purchase Price, to receive Common Stock (or, 
in certain circumstances, cash, property, other Interstate securities 
or a reduction in the Purchase Price) having a value equal to two times 
the Purchase Price. Under certain circumstances where Interstate is 
acquired in a business combination transaction with, or fifty percent 
or more of its assets or earning power is sold or transferred to, 
another company (``Acquiring Company''), exercise of a Right at the 
Purchase Price will entitle its holder to receive common stock of the 
Acquiring Company also having a value equal to twice the Purchase 
Price. Rights beneficially owned by any Acquiring Person will be null 
and void.
    The Purchase Price, the number of shares of Common Stock covered by 
each Right and the number of Rights outstanding are subject to 
adjustment from time to time to prevent dilution. With certain 
exceptions, no adjustment in the Purchase Price will be required until 
cumulative adjustments require an adjustment of at least one percent in 
the Purchase Price.
    The Agreement may be amended prior to the Distribution Date by 
Interstate without the consent of the holders of Common Stock. After 
the Distribution Date, Interstate generally may amend the Agreement to 
correct ambiguities or defective provisions consistent with the 
interests of holders, to shorten or lengthen any time period in the 
Agreement or to otherwise change or add to the provisions of the 
Agreement, so long as the change or addition does not adversely affect 
the Rights holders (other than an Acquiring Person).
    At any time after any Person becomes an Acquiring Person and before 
any Person (not including, among others, Interstate or any of its 
subsidiaries) acquired, or obtained the right to acquire or to vote, 
beneficial ownership of fifty percent or more of the outstanding shares 
of Common Stock, the Board may exchange the Rights (other than Rights 
owned by an Acquiring Person), in whole or in part, at an exchange 
ratio of one Common Share per Right, subject to adjustment.
    Interstate may redeem all of the Rights at a redemption price of 
$.001 per Right, subject to adjustment (``Redemption Price''), at any 
time prior to the date that any Person has become an Acquiring Person. 
Immediately following Interstate's public notice of an action by the 
Board Interstate ordering the redemption of the Rights or the exchange 
of any of the Rights, the right to exercise the Rights will terminate 
and a Rights holder will be entitled only to receive the Redemption 
Price or exchanged shares of Common Stock, as the case may be.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-34205 Filed 12-24-98; 8:45 am]
BILLING CODE 8010-01-M