[Federal Register Volume 65, Number 39 (Monday, February 28, 2000)]
[Notices]
[Pages 10570-10571]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-4554]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27140]


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

February 18, 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 
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 pubic 
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 March 14, 2000, 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 March 14, 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. (70-9597)

    Alliant Energy Corporation (``Alliant Energy''), 222 West 
Washington Avenue, Madison, Wisconsin 53703, a registered holding 
company, and its public utility subsidiary companies, Wisconsin Power & 
Light Company (``WP&L''), 222 West Washington Avenue, Madison, 
Wisconsin 53703, IES Utilities, Inc. (``IES''), Alliant Tower, 200 
First Street, S.E., Cedar Rapids, Iowa 52401, and Interstate Power 
Company (``IPC'', and together with WP&L and IES, ``Operating 
Companies''), 1000 Main Street, P.O. Box 769, Dubuque, Iowa 52004-
07691, have filed an application-declaration under sections 6(a), 7, 
9(a), 10, 12(b), and 13(b) of the Act and rules 43, 45, 54 and 90 under 
the Act.
    WP&L and IES currently have in place separate programs under which 
each company sells its customer accounts receivable (``Receivables'') 
to Ciesco, L.P. (``Ciesco''), an accounts receivable financing conduit 
managed by Citicorp North America, Inc. (``Citicorp''), a subsidiary of 
Citibank N.A. (``Citibank''). The purpose of the programs is to enable 
the three utilities to accelerate cash receipts from the Receivables, 
reducing the need for more costly sources of working capital.
    WP&L and IES, together with IPC, intend to enter into a new 
receivables financing program that will replace the existing program, 
which expires on March 31, 2000. In connection with the new program, 
the Operating Companies propose to organize special purpose 
subsidiaries (``Subsidiaries'') to engage in the business of acquiring 
Receivables from the Operating Companies and selling them at a discount 
to Ciesco or Citibank.\1\
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    \1\ Citibank will acquire the Receivables in the event Ciesco is 
unable to issue commercial paper to fund the purchase of 
Receivables.
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    Under the proposal, each Operating Company would organize a 
Subsidiary as a single-member, nominally capitalized limited liability 
company, which would acquire its parent Operating Company's Receivables 
under separate receivables sale agreements. The Subsidiaries will not 
conduct any other business or own any other assets. The Subsidiaries 
would form a jointly owned, nominally capitalized limited liability 
company (``Newco''), which would acquire the Receivables from the 
Subsidiaries under the new terms and conditions, under a receivables 
purchase and sale agreement. Newco, in turn, would sell an undivided 
percentage ownership interest in the pool of Receivables to Ciesco or 
Citibank, as the case may be, under separate receivables purchase and 
sale agreements.
    Each Subsidiary will purchase the Receivables from its parent 
Operating Company at a discount. This discount will take into account 
Ciesco's and Citibank's cost of funds, as the case may be, and program 
fees and administrative and servicing costs, all of which would be 
passed through by Newco, and the historical default experience on 
accounts receivable originated by the Operating Company.
    The purpose of forming the Subsidiaries is to isolate the 
Receivables from the Operating Company which has originated them such 
that, in accordance with generally accepted accounting principles, the 
sale of the Receivables to the Subsidiaries qualifies for treatment as 
an asset sale by the Operating Companies rather than as a loan secured 
by the Receivables. This allows the Receivables to be removed as assets 
from the Operating Companies' books. Through Newco, the Operating 
Companies will be able to consolidate their Receivables into a larger 
pool and eliminate duplicate structuring and administrative costs that 
would be associated with creating and maintaining separate programs 
with Ciesco. Alliant Energy Corporate Services, Inc. (``Services''), a 
service company subsidiary of Alliant Energy, will be designated the 
initial Collection Agent under each receivables sale agreement. It, 
however, will subcontract with the Operating Companies to perform the 
duties of the Collection Agent, and, in that capacity, each of the 
Operating Companies will continue to bill its customers and service 
their accounts. The originating Operating Company, as subcontractor to 
Services, will be entitled to receive an agent's fee of \1/4\ of 1% per 
annum on the average daily amount of capital invested by Ciesco in its 
Receivables.\2\ In addition, Alliant Energy proposes to provide credit 
support under certain circumstances in favor of Ciesco, Citicorp and 
Citibank. Specifically,

[[Page 10571]]

Ciesco, Citicorp and Citibank would have limited recourse against 
Alliant Energy, under an agreement with Alliant Energy (``Agreement''), 
for defaulted Receivables. The recourse limit for defaulted Receivables 
is calculated under the Agreement by multiplying the amount of capital 
invested by Ciesco by a percentage equal to the greatest of: (a) Three 
times the maximum amount of Receivables of any single customer of an 
Operating Company that may be financed under the program 
(``Concentration Limit''), expressed as a percentage of the pool of 
Receivables sold by Newco in any particular period; \3\ (b) three times 
the greatest 12-month rolling average default ratio for the Receivables 
for the twelve months ending immediately on the date of calculation; 
and (c) 9%.
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    \2\ Ciesco or Citibank, as owner of the Receivables, would be 
obligated to pay the agent's fee; however, that payment will be 
passed through to the Operating Companies out of the collections on 
the Receivables.
    \3\ The Concentration Limit has been set initially at three 
percent, but may be adjusted by mutual agreement.
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    In addition, Ciesco, Citicorp and Citibank would have recourse 
against Alliant Energy for Ciesco's (or Citibank's) expenses incurred 
in (a) funding the purchase of Receivables and (b) paying the 
Collection Agent fee, to the extent that those expenses are not paid 
out of collections. Alliant Energy is liable also for (a) failure to 
transfer to Newco or Ciesco a first priority ownership interest in the 
Receivables; (b) the breach by an Operating Company, a Subsidiary or 
Newco of its representations, warranties and covenants; and (c) certain 
indemnity obligations.

    For the Commission, by the Division of Investment Management, under 
delegated authority.

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-4554 Filed 2-25-00; 8:45 am]
BILLING CODE 8010-01-M