[Federal Register Volume 65, Number 29 (Friday, February 11, 2000)]
[Notices]
[Pages 7077-7078]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-3168]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27132]


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

DATE: February 4, 2000.
    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 transactions(s) summarized below. The application(s) and/or 
declarations(s) and any amendments 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 
applications(s) and/or declaration(s) should submit their views in 
writing by February 28, 2000, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549-0609, and serve a copy on the 
relevant applicant(s) and/or declarations(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 facts or 
law that are disputed. A person who so requests will be notified of any 
hearing, if ordered, and will receive a coy of any notice or order 
issued in the matter. After February 28, 2000, the application(s) and/
or declaration(s), as filed or as amended, may be granted and/or 
permitted to become effective.

Alliant Energy Corporation, et al. (70-9513)

    Alliant Energy Corporation (``Alliant'' 222 West Washington Avenue, 
Madison, Wisconsin 53703, a registered holding company, and its wholly 
owned public utility subsidiary, IES Utilities, Inc. (``IES''), Alliant 
Tower, Cedar Rapid, Iowa 52401 (collectively, ``Applicants'' ), have 
filed a post-effective amendment under sections 9(a), 10 and 13(b) of 
the Act, and rules 54, 90 and 91 under the Act, to an application-
declaration previously filed under the Act.
    By order dated October 26, 1999 (Holding Co. Act Release No. 27096) 
(``Order''), the Commission authorized, among other things, Alliant to 
acquire indirectly a 25% membership interest in Nuclear Management 
Company, LLC (``NMC''). NMC was formed for the purpose of consolidating 
specialized nuclear power plant employees and resources of IES and 
certain other unaffiliated nuclear power plant owners( collectively, 
``NMC Plant Owners'').\1\
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    \1\ Alliant indirectly owns undivided interest in two nuclear 
power facilities, the Kewaunee Nuclear Power Plant (``KNPP''), 
located in the Town of Carlton, Wisconsin, and the Duane Arnold 
Energy Center (``DAEC''), located in Palo, Iowa.
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    IES was also authorized in the Order to enter into a service 
agreement (``Service Agreement'') and related employee lease agreement 
with NMC whereby IES would provide personnel and other resources to 
NMC, which would provide certain services (``Services'') \2\ to the NMC 
Plant Owners, including IES, at cost. In addition, NMC was authorized 
to offer these Services to parties other than the NMC Plant Owners.
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    \2\ The Services provided under the Service Agreement include 
fuel management, procurement and warehousing, licensing, outage 
support, quality assurance, records management, safety assessment 
and oversight, security, training and special projects.
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    Applicants now seek authorization to enter into a new service 
agreement (``New Service Agreement'') whereby NMC would provide 
operations, maintenance, capital improvement and decommissioning 
services (``New Services'') to IES and to enter into essentially 
identical agreements with the other NMC Plant Owners. Applicants also 
note that NMC may admit additional members and/or offer similar types 
of operating services at competitive rates to third parties who are 
not, and whose affiliates are not, members of NMC.
    Under the New Service Agreement, NMC will act as agent of IES and 
each of the other NMC Plant Owners in connection with the operation, 
management, maintenance, and repair of the nuclear plants owned by the 
NMC Plant Owners. The NMC Plant Owners will grant NMC, as their agent, 
the power and authority to execute, modify, amend or terminate any 
contracts, licenses, purchase orders, or permits relating to the 
operations of or capital improvements to a unit. In addition, NMC will 
make capital improvements to the NMC Plant Owner's nuclear plant 
facilities, and will perform decommissioning work required upon the 
retirement of such facilities.
    In accordance with Nuclear Regulatory Commission (``NRC'') 
regulations, the NMC Plant Owners will transfer operating 
responsibility for the nuclear plants to NMC. Following the transfer of 
operating responsibility to NMC by NMC Plant Owners, NMC will be 
obligated to obtain and maintain all necessary licenses required by the 
NRC and other governmental bodies. Further, NMC, as supplier of 
operating services to each NMC Plant Owner, will have authority to make 
all decisions relating to the public health, safety, and security of 
the nuclear facilities. The New Service Agreement also provides that a 
NMC Plant Owner will transfer to NMC its on-site non-union employees 
and contractors responsible for the licensed obligations of its plant.
    These rights and responsibilities notwithstanding, Applicants note 
that the NMC Plant Owners may have reserved certain rights under the 
New Service Agreement. For example, NMC may not, without the prior 
written approval of a NMC Plant Owner sell, encumber or otherwise 
dispose of any property or equipment which comprises any nuclear plant, 
except to the extent replaced by similar equipment or property of 
comparable value. In addition, the NMC Plant Owner has exclusive 
authority to direct NMC to retire a plant and commence decommissioning 
activity, to operate a plant at a reduced capacity, and to review and 
approve contracts that NMC may enter into with respect to acquisitions 
of equipment, property, materials and inventories. Further, each NMC 
Plant Owner will remain the owner of, and be entitled to all of, the 
capacity and energy associated with any plant it owns.
    NMC will prepare an annual budget for operating expenses and 
capital improvements for each plant for the following year. NMC Plant 
Owners will reimburse NMC for operation costs \3\ and capital 
improvements costs.
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    \3\ Costs of operation of a plant include salaries and employee 
benefits, the direct cost of contractors engaged by NMC, all 
administrative and overhead costs and an allocable portion of the 
return on and of the investment by NMC in capital items owned by 
NMC.

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[[Page 7078]]

    Applicants state that the New Services will be provided to IES at 
cost, as determined in accordance with rules 90 and 91 and all cost of 
operation will be calculated and allocated in accordance with rules 90 
and 91 of the Act.

Alliant Energy Corporation, et al. (70-9617)

    Alliant Energy Corporation (``Alliant Energy''), a registered 
holding company, and its wholly owned non-utility subsidiary, Alliant 
Energy Resources, Inc. (``Resources'') each with principal executive 
offices at 222 West Washington Avenue, Madison, Wisconsin 53703, have 
filed an application under sections 9(a) and 10 of the Act and rule 54 
of the Act.
    Alliant Energy's public utility subsidiaries are Wisconsin Power & 
Light Company, South Beloit Water, Gas and Electric Company, Interstate 
Power Company, and IES Utilities Inc. Collectively, Alliant Energy's 
public utility subsidiaries provide public utility service to 
approximately 919,000 electric and 394,000 retail gas customers in 
parts of Wisconsin, Iowa, Minnesota and Illinois. Resources serves as 
the holding company for substantially all of Alliant Energy's energy 
related and non-utility investments and subsidiaries.
    Resources is seeking authority to acquire, either directly or 
indirectly through a subsidiary, up to 6,666,666 shares out of a total 
of 25,000,000 shares of Series G Senior Preferred Stock, $0.001 par 
value per share (``Series G Preferred Stock'') of Capstone Turbine 
Corporation (``Capstone''), a privately held California corporation. 
Capstone designs, fabricates and markets an air-bearing based 
microturbine that is capable of using various fuels to generate 
electric power. Capstone's proprietary microturbine technology, 
referred to as the Capstone Micro Turbine \TM\ (``Micro Turbine''), is 
designed for use as an alternative power source in the multi-billion 
dollar worldwide market for distributed power generation. The Micro 
Turbine is intended for such applications as standby generation, peak 
load shaving, resources recovery and hybrid electric vehicles.
    The aggregate purchase price ot be paid by Resources for the Series 
G Preferred Stock would be approximately $20 million, or $3.00 per 
share. In addition, Resources would be contractually bound by the terms 
of an amended and restated stockholders agreement (``Stockholders 
Agreement''). Under the terms of the Stockholders Agreement, Resources 
would be obligated to vote for directors designated by holders of 
Capstone's common stock and by holders of certain other series of 
preferred stock. The Stockholders Agreement terminates on the earlier 
of April 9, 2007 or upon an initial public offering of Capstone meeting 
certain standards set forth in the Capstone's Articles of 
Incorporation.
    The Series G Preferred Stock and other preferred stock currently 
outstanding will automatically convert into common stock of Capstone, 
either on a vote of 75% of Capstone's preferred stockholders or 
following an initial public offering by Capstone having aggregate gross 
proceeds of at least $30 million and an initial offering price at least 
equal to $8.00 per share. The shares of common stock which would be 
received by Resources upon conversion would represent approximately six 
percent of the total number of ourstanding Capstone common stock 
shares.\4\
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    \4\ This estimate is based on the number of shares of common 
stock and preferred stock of Capstone outstanding on January 27, 
2000, and assumes no further issuances of preferred stock (other 
than the currently approved 25 million shares of Preferred Stock to 
be issued) prior to the conversion date.
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    In conjunction with the proposed transaction, Resources and 
Capstone also intend to enter into a packaging and distribution 
agreement (``Distribution Agreement''). Under the Distribution 
Agreement, Capstone would appoint Resources as a distributor of 
Capstone products, including completed Micro Turbine assemblies, 
subassemblies and parts (including controls and software) which are 
used or will be used by customers in stationary electric power 
generation applications. Resources would have the right under the 
Distribution Agreement, directly or through subdistributors (which may 
be subsidiaries of Resources), to promote, market, sell, install, 
commission and service Capstone products on either an exclusive or non-
exclusive basis. As a condition to its appointment as a distributor of 
Capstone products, Resources may also agree to purchase a specified 
number of completed Micro Turbine system assemblies for resale or 
lease. It is contemplated that Resources would remarket Capstone 
products to customers and/or package such products with other products 
and materials manufactured or acquired by Resources (or a subsidiary) 
for ultimate sale to customers.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-3168 Filed 2-10-00; 8:45 am]
BILLING CODE 8010-01-M