As filed with the Securities and Exchange Commission on November 19, 2002
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________________
ALLIANT ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Alliant Energy Corporation
4902 North Biltmore Lane
Madison, Wisconsin 53718-2132
(608) 458-3311
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
_____________________________________
F.J. Buri with a copy to:
Corporate Secretary Benjamin F. Garmer, III, Esq.
Alliant Energy Corporation Foley & Lardner
4902 North Biltmore Lane 777 East Wisconsin Avenue
Madison, Wisconsin 53718 Milwaukee, Wisconsin 53202
(608) 458-3311 (414) 271-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_____________________________________
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Amount Proposed Proposed
Class of to be Maximum Maximum Amount of
Securities to Registered Offering Price Aggregate Registration
be Registered (1) Per Share(2) Offering Price(2) Fee
--------------------------------------------------------------------------------
Common Stock, 2,500,000 $14.525 $36,312,500 $3,340.75
$.01 par value, shares and
with attached rights
Common Share
Purchase Rights...
================================================================================
(1) Each share of Alliant Energy Corporation Common Stock has attached thereto
one Common Share Purchase Right.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices of the Common Stock of Alliant Energy
Corporation as reported on the New York Stock Exchange on November 15,
2002. The value attributable to the Rights is reflected in the price of the
Common Stock.
================================================================================
PROSPECTUS
ALLIANT ENERGY CORPORATION
SHAREOWNER DIRECT PLAN
(EXISTING SHAREOWNERS ONLY)
2,500,000 Shares of Common Stock
We are offering participation in our Shareowner Direct Plan (Existing
Shareowners Only). Only our existing shareowners are eligible to participate in
the plan. The plan provides you with a variety of options, including:
o automatic reinvestment of all or a portion of your cash dividends paid
on shares of our common stock in additional shares of our common
stock;
o a means of purchasing additional shares of our common stock by making
optional cash investments of up to $120,000 per calendar year;
o a free custodial service for depositing your common stock certificates
with the administrator of the plan for safekeeping;
o the ability to transfer or make gifts of your shares of our common
stock at no charge; and
o the ability to sell your shares of our common stock through the plan.
The plan provides that shares of our common stock may be purchased for
participants from us or in the open market or in privately negotiated
transactions. The price of shares of common stock purchased under the plan will
be either:
o the average of the high and low sale price of shares of our common
stock as reported on the New York Stock Exchange on the date of
purchase if newly issued shares are purchased from us, or
o the weighted average of the price paid for shares of our common stock
if purchased on the open market or in privately negotiated
transactions.
No brokerage commissions, fees or service charges are charged to you in
connection with purchases of shares under the plan or for participating in the
plan.
Our common stock is listed on the New York Stock Exchange under the symbol
"LNT." The closing price of our common stock on November 18, 2002 on the New
York Stock Exchange was $14.47 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
____________________
The date of this prospectus is November 19, 2002.
TABLE OF CONTENTS
Page
The Company.................................................................. 3
Use of Proceeds.............................................................. 3
Summary of Plan Features..................................................... 3
The Plan..................................................................... 4
Purpose.................................................................... 4
Plan Administration........................................................ 4
Enrollment Procedures...................................................... 4
Transfer of Shares from Street Name........................................ 5
Optional Cash Investments.................................................. 5
Methods of Investment...................................................... 5
Dividend Reinvestment Options.............................................. 6
Purchase of Common Stock................................................... 7
Price to Participants...................................................... 8
Sale of Common Stock....................................................... 8
Custody of Stock and Issuance of Stock Certificates........................ 9
Share Safekeeping.......................................................... 9
Gift/Transfer of Shares Held in the Plan................................... 9
Withdrawal and Termination................................................. 9
Stock Splits, Stock Dividends and Rights Offerings.........................10
Voting Rights..............................................................10
Statements and Reports.....................................................10
No Right to Draw Against Account...........................................11
Duties and Responsibilities................................................11
Change or Termination of the Plan..........................................11
Our Termination of an Account..............................................11
Interpretation of the Plan.................................................11
Governing Law..............................................................11
Federal Income Tax Consequences..............................................12
General Considerations.....................................................12
Tax Withholding............................................................13
Rights to Purchase Common Stock..............................................13
Legal Matters................................................................14
Experts......................................................................14
Where You Can Find More Information..........................................14
______________________________
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
and the documents incorporated by reference is accurate only as of the
respective dates of those documents in which the information is contained. Our
business, financial condition, results or operations and prospects may have
changed since those dates.
_______________________________
Unless we otherwise indicate or unless the context requires otherwise, all
references in this prospectus to "we," "our," "us" or similar references mean
Alliant Energy Corporation.
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THE COMPANY
We are a diversified energy-services provider engaged primarily in
regulated utility operations in both the Midwest and internationally. We also
have significant non-regulated domestic and international operations. Through
our subsidiaries and partners, we provide electric, natural gas, water and steam
services to our over three million customers worldwide. Our domestic regulated
public utility subsidiaries, Interstate Power and Light Company and Wisconsin
Power and Light Company, operate in Iowa, Wisconsin, Illinois and Minnesota.
Alliant Energy Resources, Inc., our non-regulated subsidiary, has energy-related
operations and investments throughout the United States as well as in Australia,
Brazil, China, Mexico and New Zealand.
Our principal executive office is located at 4902 North Biltmore Lane,
Madison, Wisconsin 53718, and our telephone number is (608) 458-3311.
USE OF PROCEEDS
We have no basis for estimating either the number of authorized but
unissued shares of common stock that we will ultimately sell pursuant to the
plan or the prices at which we will sell the shares. Any net proceeds we receive
from the sale of shares under the plan will be added to our general funds and
used for general corporate purposes. We will not receive any proceeds from the
sale of shares under the plan that are acquired on the open market or in
privately negotiated transactions.
SUMMARY OF PLAN FEATURES
Some of the features of the plan, which are described in greater detail
under "The Plan" below, are:
o In order to participate in the plan, you must be a current shareowner.
o If you participate in the plan, then you may acquire additional shares
of common stock by making optional cash investments in amounts not
less than $25 per investment nor more than $120,000 per calendar year.
The investment amount can be automatically deducted from your bank
account or it can be submitted by mail.
o If you participate in the plan and are our employee or an employee of
one of our subsidiaries, then you may also acquire additional shares
of common stock by making optional cash investments through payroll
deductions. The minimum deduction per pay period is the amount
specified on the payroll withholding form. You may not make optional
cash investments through payroll deductions of more than $120,000 per
calendar year, including any optional cash investments made by means
other than payroll deduction.
o If you participate in the plan, then you may acquire additional shares
of common stock automatically by reinvesting all or a portion of your
cash dividends paid on shares of common stock you then own.
o If you participate in the plan, then you may deposit your common stock
certificates, at no cost, with the plan administrator for safekeeping.
o If you participate in the plan, then you may have your cash dividends
electronically deposited into your checking or savings account.
o If you participate in the plan, then you may sell your shares of
common stock held by the plan through the plan administrator.
o Dividends are calculated on all full and fractional shares of common
stock in the plan.
o Personal record keeping is simplified by our issuance of statements
indicating
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account activity. YOU SHOULD RETAIN THESE STATEMENTS FOR TAX PURPOSES.
o If you participate in the plan, then you may transfer or make gifts of
shares of common stock at no charge.
THE PLAN
The following are the terms and conditions of the plan.
Purpose
The purpose of the plan is twofold. First, the plan provides our
shareowners of record, including our employees and the employees of our
subsidiaries who are shareowners, with a simple, convenient and economical
method to purchase shares of common stock and to reinvest all or a portion of
their cash dividends in additional shares of common stock. Second, the plan
provides us with the ability to sell our authorized but unissued shares of
common stock to participants in the plan, which will raise funds to increase our
equity base for general corporate purposes.
Plan Administration
Through our Shareowner Services Department, the administrator of the plan,
we administer the plan, keep records, send statements of account activity to
participants and perform clerical and ministerial duties related to the plan. An
independent agent, which is not an affiliate of ours, designated by the
administrator will make purchases and sales of shares of common stock for the
plan in the open market or in privately negotiated transactions. Subject to
applicable securities laws and some limitations, the independent agent will have
full discretion as to the timing of, and all matters relating to, purchases and
sales of shares of common stock for the plan other than for the purchase from us
of authorized but unissued shares.
The administrator will establish and maintain a separate account under the
plan for each participant. We will credit to your account all shares of common
stock, including any fractional shares, computed to four decimal places,
purchased for a participant under the plan, and any shares a participant
deposits through the plan's share safekeeping service.
You should direct all inquiries and instructions concerning the plan to:
Alliant Energy Shareowner Services
P.O. Box 2568
Madison, WI 53701-2568
Telephone: (608) 458-3110
(800) 356-5343
Fax: (608) 458-3321
Internet: www.alliantenergy.com
All correspondence should include your shareowner account number, taxpayer
identification or social security number and daytime telephone number where you
may be contacted during normal working hours to facilitate a prompt response.
Enrollment Procedures
Shareowners
If you are currently a shareowner of record, then you may enroll in the
plan at any time by completing and returning an authorization form to the
administrator. You should direct requests for authorization forms to the
administrator, either by telephone, in writing or through the internet.
"Street Name" Holders
If you own shares of common stock that are held on your behalf by a bank,
broker, trustee or other agent, then you may enroll in the plan by registering
shares of common stock directly in your name and by returning a completed
authorization form to the administrator. See "Transfer of Shares from Street
Name."
Employees
With limited exceptions described below, any of our employees or employees
of our subsidiaries who are shareowners may enroll in the plan at any
4
time by completing and returning an authorization form to the administrator or
by enrolling in the same manner as any other eligible participant described
above.
Exceptions
We reserve the right to prohibit participation in the plan by any
shareowner who is a citizen or resident of a country other than the United
States, if his or her participation would violate local laws and regulations
applicable to us or the prospective participant. In any such case, the
administrator will return any authorization form tendered by any such
shareowner.
General
We will process authorization forms as promptly as practicable.
Participation in the plan will begin after the administrator has reviewed and
accepted a properly completed form.
Transfer of Shares From Street Name
If you are a beneficial owner of common stock whose shares are registered
in the name of a bank, broker, trustee or other agent, then you may participate
in the plan with respect to these shares by either:
o transferring the shares to a plan account by directing your agent (for
example, your bank, broker or trustee) to register the shares directly
in your name and having the agent deliver a certificate to you, or
o instructing your agent to transfer the shares to the administrator to
be deposited into the plan for "share safekeeping" for credit to your
plan account. See "Share Safekeeping."
Optional Cash Investments
Once you are enrolled in the plan, you may purchase additional shares of
common stock using the plan's optional cash investment feature. You must make
optional cash investments in amounts of not less than $25 per investment and may
not aggregate more than $120,000 per calendar year, whether by check or
automatic investment. We will not waive these restrictions; however, the $25
minimum is not applicable to employee participants who make investments through
payroll deductions. You have no obligation to make an optional cash investment
at any time, and the amount of your investments may vary from time to time.
The administrator must receive authorization forms, which are subject to
our review, at least five business days prior to the next investment date (as
defined under "Purchase of Common Stock"). The administrator will invest
optional cash investments on the next investment date, provided the
administrator receives such investments at least five business days prior to
that investment date.
We will not pay interest on any optional cash investments received and held
for investment under the plan. Therefore, it is to your benefit to mail an
optional cash investment so that the administrator receives it shortly, but not
less than five business days, before an investment date. To receive dividends,
the administrator must have received and invested an optional cash investment on
the investment date prior to the dividend record date.
Upon written request, we will refund any optional cash investment, provided
we receive your request at least two business days prior to the investment date
following receipt of your investment. However, we will not make a refund until
we actually receive the funds.
Methods of Investment
Check Investment
You may make optional cash investments by personal check or money order
payable to "Alliant Energy."
If a check is returned unpaid for any reason, then we will consider the
request for investment of these funds null and void. If any shares have been
purchased with these funds, then the administrator will be entitled to remove
those shares from the
5
participant's account and sell those shares to satisfy the balance of the
uncollected funds. If the net proceeds from the sale are insufficient to cover
this balance, then we will, in addition to any other rights we may have, be
entitled to sell any additional shares from your account that may be necessary
to satisfy the uncollected balance.
Automatic Investment
You may make automatic monthly optional cash investments of at least $25 by
electronic funds transfer from a predesignated account with a U.S. financial
institution. To initiate automatic investments, you must complete and return to
the administrator an automatic investment form and an authorization form, as
well as deliver to the administrator a voided blank check or a savings deposit
slip for the account from which funds are to be drawn. You may obtain automatic
investment forms from the administrator. Automatic investments will be initiated
as promptly as practicable. Funds then will be drawn from your designated
account on the tenth day of each month, or, if the tenth day falls on a weekend
or bank holiday, the first business day thereafter, and will be invested in
common stock on the next investment date.
You may change the amount of your future automatic investments by
completing and submitting to the administrator a new automatic investment form.
You may terminate your automatic investments by notifying the administrator by
phone, in writing or through the internet. To be effective with respect to the
next automatic investment date, the administrator must receive the new form or
notice at least six business days preceding that date.
Electronic direct deposit of cash dividends that you elect to receive also
is available through the plan.
Payroll Deductions
Our employees or employees of our subsidiaries who are shareowners may also
make optional cash investments by means of payroll deduction, and the $25
minimum for optional cash investments will not apply to investments made through
payroll deductions. To initiate payroll deductions, the employee must complete
and return to the administrator a payroll withholding form and an authorization
form.
The payroll withholding form, which allows participating employees to
decide the dollar amount to be deducted from their paychecks for each pay
period, will become effective as promptly as practicable. Deductions will be
used to purchase full and fractional, computed to four decimal places, shares of
common stock on the next investment date. The minimum deduction per pay period
is the amount specified on the payroll withholding form.
Payroll deduction authorizations will remain in effect until cancelled or
modified by the employee, which a participating employee may accomplish by
completing and returning a new payroll withholding form indicating the change
desired. To be effective with respect to the next payroll deduction, the
administrator must receive the new payroll withholding form at least six
business days preceding that date.
Dividend Reinvestment Options
The authorization form allows you to choose a reinvestment option for
participation in the plan. If you do not specify otherwise, then your account
will be enrolled for full dividend reinvestment. By choosing the appropriate
box, you may select:
Full Dividend Reinvest all cash dividends on all certificated shares
Reinvestment -> held by you and on all shares credited to your plan
account. You may make optional cash investments at any
time as described in this prospectus.
Partial Dividend Receive cash dividends on a specified number of your
Reinvestment -> shares of common stock and reinvest the cash dividends
on the remainder of your shares.
6
The shares you specify to receive cash dividends may
consist of a combination of certificated shares and
shares credited to your plan account. You may elect to
have cash dividend payments not reinvested paid by check
or through electronic direct deposit. You may make
optional cash investments at any time as described in
this prospectus.
Optional Cash Receive cash dividends on all of your shares of common
Purchases Only -> stock, including both certificated shares held by you
and shares held by the plan and credited to your plan
account. You may make optional cash investments at any
time.
If you participate in the plan's full or partial dividend reinvestment
option, then reinvestment will commence with the first dividend payable after
the dividend record date following your enrollment. We will publicly announce
dividend record dates.
If you wish to change your method of participation, then you must obtain
and complete a new authorization form and send it to the administrator. To be
effective with respect to a particular common stock dividend, the administrator
must receive the new authorization form at least two business days before the
record date for the dividend. If you elect to cease the reinvestment of your
dividends, then you may receive them by check or electronic direct deposit. You
may also continue to have the administrator hold your shares through the share
safekeeping service, buy shares with optional cash investments, and sell or
transfer the shares as you desire. See "Share Safekeeping," "Optional Cash
Investments," "Sale of Common Stock" and "Gift/Transfer of Shares Held in the
Plan."
On each applicable investment date, we will promptly, after deducting
withholding taxes, if any, combine and pay over to the administrator all cash
dividends payable on shares held by the administrator for all participants who
are reinvesting their dividends in the plan. The administrator will apply the
dividends to the purchase of shares of common stock. The administrator will
credit the proportionate number of shares, computed to four decimal places,
purchased by the administrator to your account.
Purchase of Common Stock
Reinvested common stock dividends, optional cash investments and proceeds,
which will be treated regardless of the amount as optional cash purchases, from
the sale or redemption of common stock subscription or other rights, if any,
received by the administrator on behalf of participants will be used to acquire
either outstanding shares of common stock or authorized but unissued shares of
common stock from us, provided that we are willing to sell the common stock.
Purchases of outstanding shares of common stock on behalf of plan participants
may be made on any stock exchange in the U.S. where our common stock is traded,
in the over-the-counter market or by privately negotiated transactions on terms
that the independent agent for the administrator may reasonably determine at the
time of purchase. Any shares purchased from us will be made in accordance with
applicable requirements.
The administrator and its designated independent agent may combine your
funds with those of other participants for the purpose of purchasing shares.
Neither we nor any affiliated purchasers will exercise any direct or indirect
control or influence over the times when, or prices at which, the designated
independent agent may purchase common stock for the plan or the amount of shares
the designated independent agent may purchase.
7
Purchases of shares of common stock under the plan will be made on or about
the following applicable "investment dates":
o Each dividend payment date is an investment date for the reinvestment
of cash dividends.
o The 15th day of each month, or the next business day if the 15th falls
on a weekend or holiday, is an investment date for optional cash
investments.
Purchases may be made over a period of several days in the case of open
market purchases. All open market purchases will be aggregated for the
investment date.
For a number of reasons, including observance of the rules and regulations
of the Securities and Exchange Commission or other regulatory agencies requiring
temporary curtailment or suspension of purchases, the investment of all or part
of the funds available in your account may be delayed from time to time. We will
not pay any interest on funds we hold pending investment. However, shares of
common stock will either be purchased within 35 days of receipt of optional cash
investments or funds will be returned to you.
We will credit your account with that number of shares of common stock,
including any fractional shares, computed to four decimal places, equal to the
total amount to be invested divided by the applicable purchase price per share.
Price to Participants
The price of newly-issued shares of common stock purchased from us for
participants will be the average, computed to four decimal places, of the high
and low sale prices of shares of common stock as reported on the New York Stock
Exchange on the applicable investment date. If no trading occurs on the New York
Stock Exchange in the common stock on the applicable investment date, then the
price will be determined with reference to the next preceding date on which the
common stock is traded on the New York Stock Exchange. The price of shares of
common stock purchased for participants on the open market or in privately
negotiated transactions will be the weighted average price of all the shares
purchased for the applicable investment date. If an investment under the plan is
at any time made in both newly-issued and already outstanding shares, then the
shares purchased will be allocated as proportionately as is practicable among
the accounts of all participants for whom funds are being invested at that time.
Under the plan, you do not have the ability to order the purchase of a
specific number of shares, purchase of shares at a specified price or a
particular date of purchase, as could be done with respect to purchases through
a broker.
Sale of Common Stock
You can sell all or part of your shares held in your plan account by
providing the administrator with written instructions, signed by all registered
holders. You cannot sell any certificated shares that you may be holding unless
you first deposit them with the administrator pursuant to the plan's share
safekeeping service.
Your sales will be made as soon as practicable after the administrator
receives written instructions from you. Requests to sell plan shares will be
aggregated and processed within ten business days by an independent broker,
which is not an affiliate of ours, designated by the administrator on the open
market at prevailing market prices. When you sell your shares, the price per
share that you will receive will be the average of the proceeds from all shares
sold by the administrator, less your proportionate share of the brokerage
commission, transfer taxes, if any, and withholding tax, if any.
You are required to maintain a balance of one or more full shares of common
stock or we may terminate your plan account. We will treat a request to sell all
shares held in your account as a withdrawal from the plan. See "Our Termination
of an Account" and "Withdrawal and Termination."
8
Custody of Stock and Issuance of Stock Certificates
The administrator will hold all shares purchased on your behalf through the
plan in safekeeping in our name or the name of our nominee. However, you may at
any time and without charge, obtain a certificate for all or part of the whole
shares credited to your plan account by making a request in writing to the
administrator. We will not issue any certificates for fractional shares.
Obtaining certificates for your plan account shares in no way affects dividend
reinvestment. See "Dividend Reinvestment Options."
Share Safekeeping
The plan's "share safekeeping" service allows you to deposit common stock
certificates held by you with the administrator for safekeeping. The advantages
of the share safekeeping service are:
o The risk associated with the loss of your stock certificate(s) is
eliminated. If your certificates are lost or stolen, then you cannot
sell or transfer your shares without first obtaining replacement
certificates. This process of replacing lost certificates could take
several weeks and will result in cost and paperwork, both for you and
for us.
o Certificates deposited with the administrator will be transferred into
our name or the name of our nominee and credited to your account under
the plan. The shares then will be treated in the same manner as shares
purchased through the plan, and you may conveniently and efficiently
sell or transfer those shares through the plan. See "Sale of Common
Stock," "Gift/Transfer of Shares Held in the Plan" and "Withdrawal and
Termination."
o You have all plan options available to you, including full or partial
reinvestment and/or receiving dividends by check or electronic
deposit.
To participate in the plan's share safekeeping service, you must complete
and return an authorization form, along with the common stock certificates you
wish to deposit, to the administrator by registered and insured mail. You should
not endorse the certificates or complete the assignment section. You may obtain
an authorization form by calling or writing the administrator. If you have lost
any of your certificates, then you must replace them before you may participate
in the share safekeeping service.
Gift/Transfer of Shares Held in the Plan
You may transfer the ownership of some or all of your plan shares,
including shares held in safekeeping, by mailing to the administrator a properly
executed stock assignment form, which you may obtain from the administrator or a
financial institution, with a Medallion Signature Guarantee for all owners and a
letter of instruction. A Medallion Signature Guarantee is a signature guarantee
by an institution such as a commercial bank, trust company, securities
broker/dealer, credit union or a saving institution participating in a Medallion
Program approved by the Securities Transfer Association, Inc. You may transfer
shares to new or existing shareowners.
Unless otherwise instructed, the administrator will retain the shares and
enroll the transferee in full dividend reinvestment, provided the transferee is
eligible to participate. The new participant will receive a statement showing
the number of shares transferred and now held in his or her plan account, which
will be considered the transaction confirmation.
Withdrawal and Termination
You may withdraw from the plan at any time by giving written notice to the
administrator. If you terminate participation in the plan, all reinvestment of
your dividends will immediately stop if the notice of withdrawal is received by
the administrator not later than ten business days prior to the record date for
the next dividend payment. Investment of optional cash will stop immediately if
notification of withdrawal from the plan is received by the administrator at
least two business days prior
9
to the applicable investment date. The entire amount of any optional cash
received for which investment has been stopped by termination of participation
in the plan will be refunded to you without interest.
Upon withdrawal from the plan, you or your personal representative or other
authorized agent may elect to either receive a certificate for the number of
whole shares held in your account and a check for the value of any fractional
share, or sell all shares in your account as described under "Sale of Common
Stock."
If you terminate participation in the plan, then you will receive a check
for the cash value of any fractional share held in your plan accounts. Fractions
of shares will be valued at the then current market price, determined in the
same manner as provided with respect to the sale of whole shares, less brokerage
commissions, transfer taxes and withholding taxes, if any.
You may not make any optional cash investments after you have terminated
participation in the plan unless and until you rejoin the plan, which you may
accomplish by complying with the enrollment procedures. See "Enrollment
Procedures." However, we reserve the right to reject any authorization form from
a previous participant on grounds of excessive joining and termination. Such
reservation is intended to minimize administrative expense and to encourage use
of the plan as a long-term investment service.
Stock Splits, Stock Dividends and Rights Offerings
We will credit to your account any shares distributed pursuant to stock
dividends or stock splits effected by us on shares held by the administrator for
you. If we make available to holders of our common stock subscription or other
rights to purchase additional shares of common stock or other securities, then
the administrator will, if and when the rights trade independently, sell the
rights accruing to all shares held by the administrator for the participants and
will apply the net proceeds of the sale to the purchase of common stock.
However, we will, in advance of a subscription offer, or, if the rights may not
be independently traded upon issuance, prior to the date on which the rights
trade independently, inform you that if you do not want the administrator to
sell your rights and invest the proceeds, then it will be necessary for you to
transfer all full shares held under the plan to your own name by a given date.
This would permit you to exercise, transfer or sell the rights on the shares. If
rights issued by us are redeemed prior to the date that the rights trade
independently, then the administrator will invest the resultant funds in
additional shares of common stock.
Voting Rights
The administrator will vote at shareowners' meetings any full shares of
common stock credited to your account under the plan in accordance with your
instructions. The administrator will not vote such shares if you do not give any
instructions. A proxy card will be mailed to you representing the shares of
common stock held in your plan account.
Statements and Reports
You will receive quarterly statements showing all transactions in your
account for that quarter, including the amount invested, the price paid per
share, the number of shares purchased and total shares accumulated. You should
retain these statements for purposes of establishing the cost basis of shares
purchased under the plan for income tax and other purposes.
The administrator will also send you an account statement as soon as
practicable after each optional cash investment, sale or transfer.
In addition, you will receive copies of the same communications we send to
all other holders of common stock, including our annual reports, notices of
annual meetings and proxy statements,
10
and information you need for reporting dividend income for Federal income tax
purposes.
All notices, statements and reports to you will be addressed to you at your
last address we have on record. Therefore, you must promptly notify us by phone,
in writing or through the internet of any change of address.
No Right to Draw Against Account
You will not have a right to draw checks or drafts against your account or
give instructions to the administrator with respect to any shares or cash held
therein, except as expressly provided in this prospectus.
Duties and Responsibilities
Neither we nor any of our agents will have any responsibility beyond the
exercise of ordinary care for any action taken or omitted pursuant to the plan,
nor will we have any duties, responsibilities or liabilities, except as
expressly set forth in this prospectus. Neither we nor any of our agents will be
liable under the plan for any act done in good faith or for any good faith
omission to act, including any claims of liability with respect to the prices at
which shares are purchased or sold for your account, the times when the
purchases or sales are made or any inability to purchase or sell shares, for any
fluctuation in the market value after purchase or sale of shares, or arising out
of failure to terminate your account upon your death prior to receipt of notice
in writing of your death.
You should recognize that we cannot provide any assurance of profit or
protection against loss on any shares purchased under the plan.
Change or Termination of the Plan
We reserve the right to amend, modify, suspend or terminate the plan in
whole, in part, or with respect to participants in one or more jurisdictions. We
will send notice of any suspension, termination or significant amendment, or
modification of the plan to all affected participants. No such event will affect
any shares then credited to a participant's account. Upon any whole or partial
termination of the plan by us, a certificate for whole shares credited to an
affected participant's account under the plan will be issued to the participant
and a cash payment will be made for any fraction of a share. Fractions of shares
will be valued at the then current market price, determined in the same manner
as provided with respect to the sale of whole shares, less brokerage
commissions, transfer taxes and withholding tax, if any. Any uninvested funds
held by the administrator at the time of any suspension or termination of the
plan will be remitted by the administrator to affected participants.
Our Termination of an Account
We may terminate your enrollment in the plan if you no longer hold any
shares of record and your plan shares total less than one whole share of common
stock. At our discretion we may also terminate your participation in the plan
upon written notice mailed to you at the address appearing on our records. Upon
termination, you will receive a certificate for whole shares held in your
account and a check for the value of any fractional share held in your plan
account. Fractions of shares will be valued at the then current market price,
determined in the same manner as provided with respect to the sale of whole
shares, less brokerage commissions, transfer taxes and withholding tax, if any.
Interpretation of the Plan
We may in our discretion interpret and regulate the plan as we deem
necessary or desirable in connection with the operation of the plan and resolve
questions or ambiguities concerning the various provisions of the plan.
Governing Law
The plan will be governed by the internal laws of the State of Wisconsin.
11
FEDERAL INCOME TAX CONSEQUENCES
The following discussion sets forth the general Federal income tax
consequences for an individual participating in the plan. This discussion is
not, however, intended to be an exhaustive treatment of the tax consequences.
Future legislative changes or changes in administrative or judicial
interpretation, some or all of which may be retroactive, could significantly
alter the tax treatment discussed herein. Accordingly, and because tax
consequences may differ among participants in the plan, you should consult your
own tax advisor to determine the particular tax consequences, including state
income tax consequences, that may result from participation in and the
subsequent disposal of shares purchased under the plan.
General Considerations
In general, participants reinvesting dividends under the plan have the same
federal income tax consequences with respect to their dividends as do
shareowners who are not reinvesting dividends under the plan. On the dividend
payment date, participants will receive a taxable dividend equal to the cash
dividend reinvested, to the extent we have earnings and profits. This treatment
applies with respect to both the shares of common stock held of record by the
participant and the participant's plan account shares even though the dividend
amount is not actually received in cash but is instead applied to the purchase
of shares of common stock for the participant's plan account. If shares are
purchased on the open market or in a privately negotiated transaction, then the
participant's share of brokerage fees, if any, that we pay will also be taxed as
an additional dividend to that participant, to the extent we have earnings and
profits.
Shares or any fractions of shares of common stock purchased on the open
market or in a privately negotiated transaction with reinvested dividends will
have a tax basis equal to the amount paid therefor, increased by any brokerage
fees treated as a dividend to the participant. Shares or any fractions of shares
of common stock purchased from us with reinvested dividends will have a tax
basis equal to the amount of the dividend. Whether purchased on the open market
or in a privately negotiated transaction or from us, the shares or any fractions
of shares will have a holding period beginning on the day following the purchase
date.
Participants that make optional cash investments under the plan will be
deemed to have received an additional taxable dividend in the amount of the
participant's pro rata share of the brokerage commissions, if any, that we pay,
to the extent we have earnings and profits. Such brokerage commissions will only
be incurred on the purchase of the common stock in the open market or in
privately negotiated transactions. Shares or any fractions of shares purchased
with optional cash investments will have a tax basis equal to the amount of the
payments increased by the amount of brokerage fees, if any, treated as a taxable
dividend to the participant with respect to those shares or fractions of shares.
The holding period for the shares or fractions of shares will begin on the day
following the purchase date.
Participants should not be treated as receiving an additional taxable
dividend based upon their pro rata share of the costs of administering the plan
which we pay. However, we cannot provide any assurances that the Internal
Revenue Service will agree with this position. We have no present plans to seek
formal advice from the IRS on this issue.
Participants will not recognize taxable income when they receive
certificates for whole shares credited to their account, either upon their
request for the certificates or upon withdrawal from, or termination of the
plan. However, participants will generally recognize gain or loss when shares
acquired under the plan are sold or exchanged either through the plan at their
request or by participants themselves after receipt of certificates for shares
from the plan. Participants will also generally recognize gain or loss when they
receive cash payments for fractional shares credited to their accounts, upon the
sale of shares through the plan or upon withdrawal from or termination of the
plan. The amount of gain or loss is the difference between the amount which the
participant receives
12
for his or her whole shares or fractional shares and the tax basis thereof.
Provided that the shares are capital assets in the hands of the participant, the
gain or loss will be a capital gain or loss, long-term or short-term depending
on the participant's holding period.
Tax Withholding
In the case of a participating foreign shareowner whose dividends are
subject to United States income tax withholding, or a participating domestic
shareowner subject to backup withholding because a correct taxpayer
identification number has not been furnished or otherwise, the tax required to
be withheld will be deducted from the amount of any cash dividend reinvested.
Since any withholding tax applies also to a dividend on shares credited to the
participant's plan account, only the net dividend on the shares will be applied
to the purchase of additional shares of common stock. The regular statements
sent to participants will indicate the amount of tax withheld. Likewise,
participants selling shares through the plan who are subject to backup or other
withholding will receive only the net cash proceeds from the sale as required by
the Internal Revenue Code and the Treasury Regulations thereunder. We cannot
refund amounts withheld. Participants subject to withholding should contact
their tax advisors or the IRS for additional information.
RIGHTS TO PURCHASE COMMON STOCK
We have entered into a rights agreement pursuant to which each outstanding
share of our common stock has attached a right to purchase one-half of one share
of our common stock. Each share of our common stock we subsequently issue prior
to the expiration of the rights agreement will likewise have attached a right.
Under circumstances described below, the rights will entitle the holder of the
rights to purchase additional shares of our common stock. In this prospectus,
unless the context requires otherwise, all references to our common stock
include the accompanying rights.
Currently, the rights are not exercisable and trade with our common stock.
If the rights become exercisable, then each full right, unless held by a person
or group that beneficially owns more than 15% of our outstanding common stock,
will initially entitle the holder to purchase one half of one share of our
common stock at a purchase price of $95 per full share, or $47.50 per half
share, subject to adjustment. The rights will become exercisable only if a
person or group has acquired, or announced an intention to acquire, 15% or more
of our outstanding common stock. Under some circumstances, including the
existence of a 15% acquiring party, each holder of a right, other than the
acquiring party, will be entitled to purchase at the right's then-current
exercise price, shares of our common stock having a market value of two times
the exercise price. If another corporation acquires us after a party acquires
15% or more of our common stock, then each holder of a right will be entitled to
receive the acquiring corporation's common shares having a market value of two
times the exercise price. The rights may be redeemed at a price of $0.001 until
a party acquires 15% or more of our common stock and, after that time, may be
exchanged for one share of our common stock per right until a party acquires 50%
or more of our common stock. The rights expire on January 20, 2009, subject to
extension. Under the rights agreement, our board of directors may reduce the
thresholds applicable to the rights from 15% to not less than 10%. The rights do
not have voting or dividend rights and, until they become exercisable, have no
dilutive effect on our earnings.
The rights have certain anti-takeover effects and may discourage or make
more difficult the acquisition of our company on a non-negotiated basis, such as
by an unsolicited tender offer. However, the rights will not affect a
transaction approved by our board of directors prior to the existence of a 15%
acquiring party because the rights can be redeemed before the consummation of
such a transaction.
13
LEGAL MATTERS
Some legal matters in connection with the sale of the shares of common
stock offered by this prospectus will be passed upon for us by Foley & Lardner,
Milwaukee, Wisconsin.
EXPERTS
Our audited financial statements incorporated by reference from our Annual
Report on Form 10-K for the year ended December 31, 2001 have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in its report
with respect thereto, and are included in this prospectus in reliance upon the
authority of said firm as experts in giving said report. Arthur Andersen LLP has
not consented to the incorporation by reference of its report in this
prospectus, and we have dispensed with the requirement to file its consent in
reliance upon Rule 437a of the Securities Act of 1933. The absence of such
consent may limit recovery by investors on certain claims. In particular,
because Arthur Andersen LLP has not consented to the incorporation by reference
of its report in this prospectus, you will not be able to recover against Arthur
Andersen LLP under Section 11 of the Securities Act of 1933 for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen LLP or any omissions to state a material fact required to be
stated therein.
On June 12, 2002, our board of directors, based on the recommendation of
its audit committee, dismissed Arthur Andersen LLP as our independent
accountants and engaged Deloitte & Touche LLP as our independent public
accountants for 2002. The decision to change independent public accountants was
not the result of any disagreement with Arthur Andersen on matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have also filed a registration statement on Form
S-3, including exhibits, under the Securities Act of 1933 with respect to the
common stock offered by this prospectus. This prospectus is a part of the
registration statement, but does not contain all of the information included in
the registration or the exhibits. You may read and copy the registration
statement and any other document that we file at the SEC's public reference
rooms at 450 Fifth Street, N.W., Washington D.C., and at regional SEC offices in
New York, New York and Chicago, Illinois. You can call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. You can
also find our public filings with the SEC on the internet at a web site
maintained by the SEC located at http://www.sec.gov.
We are "incorporating by reference" specified documents that we file with
the SEC, which means:
o incorporated documents are considered part of this prospectus;
o we are disclosing important information to you by referring you to
those documents; and
o information we file with the SEC will automatically update and
supersede information contained in this prospectus.
14
This prospectus incorporates by reference the documents listed below that
we have previously filed with the SEC. They contain important information about
us and our financial condition.
SEC Filings
(File No. 1-9894) Description or Period/As of Date
---------------------------- -------------------------------------------
Annual Report on Form 10-K Year ended 12/31/01
Quarter Reports on Form 10-Q Quarters ended 3/31/02, 6/30/02 and 9/30/02
Current Reports on Form 8-K Dated 1/1/02 (as amended by its Current
Report on Form 8-K/A, filed 2/20/02),
1/29/02, 6/12/02, 7/19/02 and 8/9/02
Registration Statement on Description of our common stock, dated
Form 8-B April 1, 1988
Registration Statement on Description of our common share purchase
Form 8-A rights, dated January 20, 1989
We also incorporate by reference any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and before the end of the offering of our
common stock. These documents include periodic reports, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document from the SEC through the SEC's web site at the address provided above.
We will provide to you documents incorporated by reference without charge, upon
your written or oral request, excluding any exhibits to those documents unless
the exhibit is specifically incorporated by reference as an exhibit in this
prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone at the following:
Alliant Energy Corporation
4902 North Biltmore Lane
Madison, Wisconsin 53718
Attention: F.J. Buri
Corporate Secretary
Telephone: (608) 458-3311
15
ALLIANT ENERGY CORPORATION
SHAREOWNER DIRECT PLAN
(EXISTING SHAREOWNERS ONLY)
____________________
PROSPECTUS
____________________
November 19, 2002
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission filing fee.............. $ 3,341
Legal fees and expenses.................................... 8,000
Printing and mailing expenses.............................. 22,800
Miscellaneous.............................................. 859
Total expenses........................................ $ 35,000
Alliant Energy Corporation (the "Registrant") will pay all of the above
fees and expenses. Other than the Securities and Exchange Commission filing fee,
all fees and expenses are estimated.
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation Law and
Article VIII of the Registrant's Bylaws, directors and officers of the
Registrant are entitled to mandatory indemnification from the Registrants
against certain liabilities (which may include liabilities under the Securities
Act of 1933) and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding; and (ii) in proceedings in which the
director or officer is not successful in defense thereof, unless it is
determined that the director or officer breached or failed to perform his or her
duties to the Registrant and such breach or failure constituted: (a) a willful
failure to deal fairly with the Registrant or its shareowners in connection with
a matter in which the director or officer had a material conflict of interest;
(b) a violation of criminal law unless the director or officer had a reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. Additionally, under the Wisconsin Business Corporation Law,
directors of the Registrant are not subject to personal liability to the
Registrant, its shareowners or any person asserting rights on behalf thereof,
for certain breaches or failures to perform any duty resulting solely from their
status as directors, except in circumstances paralleling those outlined in (a)
through (d) above.
The indemnification provided by the Wisconsin Business Corporation Law and
the Registrant's Bylaws is not exclusive of any other rights to which a director
or officer of the Registrant may be entitled. The Registrants also carries
directors' and officers' liability insurance.
Item 16. Exhibits and Financial Statement Schedules.
The exhibits listed in the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the
II-1
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions set
forth or described in Item 15 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-2
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Wisconsin, on November 19, 2002.
ALLIANT ENERGY CORPORATION
By: /s/ Erroll B. Davis, Jr.
-----------------------------------------------
Erroll B. Davis, Jr.
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Erroll B. Davis, Jr. Chairman, President and Chief November 19, 2002
------------------------- Executive Officer and
Erroll B. Davis, Jr. Director (Principal Executive
Officer)
/s/ Thomas M. Walker Executive Vice President and November 19, 2002
------------------------- Chief Financial Officer
Thomas M. Walker (Principal Financial Officer)
/s/ John E. Kratchmer Vice President-Corporate November 19, 2002
------------------------- Controller and Chief
John E. Kratchmer Accounting Officer (Principal
Accounting Officer)
* Director November 19, 2002
-------------------------
Alan B. Arends
* Director November 19, 2002
-------------------------
Jack B. Evans
* Director November 19, 2002
-------------------------
Joyce L. Hanes
* Director November 19, 2002
-------------------------
Lee Liu
* Director November 19, 2002
-------------------------
Katharine C. Lyall
S-1
Signature Title Date
--------- ----- ----
* Director November 19, 2002
-------------------------
Singleton B. McAllister
* Director November 19, 2002
-------------------------
David A. Perdue
* Director November 19, 2002
-------------------------
Judith D. Pyle
* Director November 19, 2002
-------------------------
Robert W. Schlutz
* Director November 19, 2002
-------------------------
Wayne H. Stoppelmoor
* Director November 19, 2002
-------------------------
Anthony R. Weiler
*By: /s/ Erroll B. Davis, Jr.
---------------------------
Erroll B. Davis, Jr.
Attorney-in-fact
S-2
EXHIBIT INDEX
Exhibit Number Document Description
-------------- --------------------
(4.1) Restated Articles of Incorporation of Alliant Energy
Corporation, as amended (incorporated by reference to Exhibit
3.2 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999).
(4.2) Rights Agreement, dated January 20, 1999, between Alliant
Energy Corporation and Wells Fargo Bank Minnesota, N.A. (as
successor to U.S. Bank National Association) (incorporated by
reference to Exhibit 4.1 to Alliant Energy's Registration
Statement on Form 8-A, dated January 20, 1999).
(4.3) Indenture of Mortgage or Deed of Trust dated August 1, 1941,
between Wisconsin Power and Light Company ("WP&L") and First
Wisconsin Trust Company (n/k/a U.S. Bank, National Association)
and George B. Luhman (Robert T. Jones, successor), as Trustees,
filed as Exhibit 7(a) in File No. 2-6409, and the indentures
supplemental thereto dated, respectively, January 1, 1948,
September 1, 1948, June 1, 1950, April 1, 1951, April 1, 1952,
September 1, 1953, October 1, 1954, March 1, 1959, May 1, 1962,
August 1, 1968, June 1, 1969, October 1, 1970, July 1, 1971,
April 1, 1974, December 1, 1975, May 1, 1976, May 15, 1978,
August 1, 1980, January 15, 1981, August 1, 1984, January 15,
1986, June 1, 1986, August 1, 1988, December 1, 1990, September
1, 1991, October 1, 1991, March 1, 1992, May 1, 1992, June 1,
1992 and July 1, 1992 (Second Amended Exhibit 7(b) in File No.
2-7361; Amended Exhibit 7(c) in File No. 2-7628; Amended
Exhibit 7.02 in File No. 2-8462; Amended Exhibit 7.02 in File
No. 2-8882; Second Amendment Exhibit 4.03 in File No. 2-9526;
Amended Exhibit 4.03 in File No. 2-10406; Amended Exhibit 2.02
in File No. 2-11130; Amended Exhibit 2.02 in File No. 2-14816;
Amended Exhibit 2.02 in File No. 2-20372; Amended Exhibit 2.02
in File No. 2-29738; Amended Exhibit 2.02 in File No. 2-32947;
Amended Exhibit 2.02 in File No. 2-38304; Amended Exhibit 2.02
in File No. 2-40802; Amended Exhibit 2.02 in File No. 2-50308;
Exhibit 2.01(a) in File No. 2-57775; Amended Exhibit 2.02 in
File No. 2-56036; Amended Exhibit 2.02 in File No. 2-61439;
Exhibit 4.02 in File No. 2-70534; Amended Exhibit 4.03 File No.
2-70534; Exhibit 4.02 in File No. 33-2579; Amended Exhibit 4.03
in File No. 33-2579; Amended Exhibit 4.02 in File No. 33-4961;
Exhibit 4.24 in File No. 33-45726, Exhibit 4.25 in File No.
33-45726, Exhibit 4.26 in File No. 33-45726, Exhibit 4.27 in
File No. 33-45726, Exhibit 4.1 to WP&L's Form 8-K dated March
9, 1992, Exhibit 4.1 to WP&L's Form 8-K dated May 12, 1992,
Exhibit 4.1 to WP&L's Form 8-K dated June 29, 1992 and Exhibit
4.1 to WP&L's Form 8-K dated July 20, 1992).
(4.4) Indenture, dated as of June 20, 1997, between WP&L and Firstar
Trust Company (n/k/a U.S. Bank National Association), as
Trustee, relating to debt securities (incorporated by reference
to Exhibit 4.33 to Amendment No. 2 to WP&L's Registration
Statement on Form S-3 (Registration No. 33-60917)).
(4.5) Officers' Certificate, dated as of June 25, 1997, creating
WP&L's 7% debentures due June 15, 2007 (incorporated by
reference to Exhibit 4 to WP&L's Form 8-K, dated June 25,
1997).
E-1
Exhibit Number Document Description
-------------- --------------------
(4.6) Officers' Certificate, dated as of October 27, 1998, creating
WP&L's 5.70% debentures due October 15, 2008 (incorporated by
reference to Exhibit 4 to WP&L's Form 8-K, dated October 27,
1998).
(4.7) Officers' Certificate, dated as of March 1, 2000, creating
WP&L's 7-5/8% debentures due March 1, 2010 (incorporated by
reference to Exhibit 4 to WP&L's Form 8-K, dated March 1,
2000).
(4.8) Indenture of Mortgage and Deed of Trust, dated as of September
1, 1993, between Interstate Power and Light Company ("IP&L")
(formerly Iowa Electric Light and Power Company ("IE")) and The
First National Bank of Chicago (Bank One Trust Company,
National Association, successor), as Trustee ("1993 Mortgage")
(incorporated by reference to Exhibit 4(c) to IP&L's Form 10-Q
for the quarter ended September 30, 1993).
(4.9) Supplemental Indentures to IP&L's 1993 Mortgage:
IESU/IES Industries Inc.
Number Dated as of File Reference Exhibit
------ ----------------- ------------------------ -------
First October 1, 1993 Form 10-Q, 11/12/93 4(d)
Second November 1, 1993 Form 10-Q, 11/12/93 4(e)
Third March 1, 1995 Form 10-Q, 5/12/95 4(b)
Fourth September 1, 1996 Form 8-K, 9/19/96 4(c)(i)
Fifth April 1, 1997 Form 10-Q, 5/14/97 4(a)
(4.10) Indenture of Mortgage and Deed of Trust, dated as of August 1,
1940, between IP&L (formerly IE) and The First National Bank of
Chicago (Bank One Trust Company, National Association,
successor), Trustee ("1940 Indenture") (incorporated by
reference to Exhibit 2(a) to IP&L's Registration Statement,
File No. 2-25347).
(4.11) Supplemental Indentures to IP&L's 1940 Indenture:
IESU
Number Dated as of File Reference Exhibit
-------------- ------------------ ------------------ -------
First March 1, 1941 2-25347 2(a)
Second July 15, 1942 2-25347 2(a)
Third August 2, 1943 2-25347 2(a)
Fourth August 10, 1944 2-25347 2(a)
Fifth November 10, 1944 2-25347 2(a)
Sixth August 8, 1945 2-25347 2(a)
Seventh July 1, 1946 2-25347 2(a)
Eighth July 1, 1947 2-25347 2(a)
Ninth December 15, 1948 2-25347 2(a)
Tenth November 1, 1949 2-25347 2(a)
Eleventh November 10, 1950 2-25347 2(a)
Twelfth October 1, 1951 2-25347 2(a)
Thirteenth March 1, 1952 2-25347 2(a)
Fourteenth November 5, 1952 2-25347 2(a)
Fifteenth February 1, 1953 2-25347 2(a)
Sixteenth May 1, 1953 2-25347 2(a)
E-2
IESU
Number Dated as of File Reference Exhibit
-------------- ------------------ ------------------ -------
Seventeenth November 3, 1953 2-25347 2(a)
Eighteenth November 8, 1954 2-25347 2(a)
Nineteenth January 1, 1955 2-25347 2(a)
Twentieth November 1, 1955 2-25347 2(a)
Twenty-first November 9, 1956 2-25347 2(a)
Twenty-second November 6, 1957 2-25347 2(a)
Twenty-third November 4, 1958 2-25347 2(a)
Twenty-fourth November 3, 1959 2-25347 2(a)
Twenty-fifth November 1, 1960 2-25347 2(a)
Twenty-sixth January 1, 1961 2-25347 2(a)
Twenty-seventh November 7, 1961 2-25347 2(a)
Twenty-eighth November 6, 1962 2-25347 2(a)
Twenty-ninth November 5, 1963 2-25347 2(a)
Thirtieth November 4, 1964 2-25347 2(a)
Thirty-first November 2, 1965 2-25347 2(a)
Thirty-second September 1, 1966 Form 10-K, 1966 4.10
Thirty-third November 30, 1966 Form 10-K, 1966 4.10
Thirty-fourth November 7, 1967 Form 10-K, 1967 4.10
Thirty-fifth November 5, 1968 Form 10-K, 1968 4.10
Thirty-sixth November 1, 1969 Form 10-K, 1969 4.10
Thirty-seventh December 1, 1970 Form 8-K, 12/70 1
Thirty-eighth November 2, 1971 2-43131 2(g)
Thirty-ninth May 1, 1972 Form 8-K, 5/72 1
Fortieth November 7, 1972 2-56078 2(i)
Forty-first November 7, 1973 2-56078 2(j)
Forty-second September 10, 1974 2-56078 2(k)
Forty-third November 5, 1975 2-56078 2(l)
Forty-fourth July 1, 1976 Form 8-K, 7/76 1
Forty-fifth November 1, 1976 Form 8-K, 12/76 1
Forty-sixth December 1, 1977 2-60040 2(o)
Forty-seventh November 1, 1978 Form 10-Q, 6/30/79 1
Forty-eighth December 1, 1979 Form S-16, 2-65996 2(q)
Forty-ninth November 1, 1981 Form 10-Q, 3/31/82 2
Fiftieth December 1, 1980 Form 10-K, 1981 4(s)
Fifty-first December 1, 1982 Form 10-K, 1982 4(t)
Fifty-second December 1, 1983 Form 10-K, 1983 4(u)
Fifty-third December 1, 1984 Form 10-K, 1984 4(v)
Fifty-fourth March 1, 1985 Form 10-K, 1984 4(w)
Fifty-fifth March 1, 1988 Form 10-Q, 5/12/88 4(b)
Fifty-sixth October 1, 1988 Form 10-Q, 11/10/88 4(c)
Fifty-seventh May 1, 1991 Form 10-Q, 8/13/91 4(d)
Fifty-eighth March 1, 1992 Form 10-K, 1991 4(c)
Fifty-ninth October 1, 1993 Form 10-Q, 11/12/93 4(a)
Sixtieth November 1, 1993 Form 10-Q, 11/12/93 4(b)
Sixty-first March 1, 1995 Form 10-Q, 5/12/95 4(a)
Sixty-second September 1, 1996 Form 8-K, 9/19/96 4(f)
Sixty-third April 1, 1997 Form 10-Q, 5/14/97 4(b)
E-3
Exhibit Number Document Description
-------------- --------------------
(4.12) Indenture or Deed of Trust dated as of February 1, 1923,
between IP&L (formerly IES Utilities Inc. ("IESU")) (successor
to Iowa Southern Utilities Company ("IS") as result of merger
of IS and IE)) and The Northern Trust Company (Bank One Trust
Company, National Association, successor) and Harold H.
Rockwell (Lawrence Dillard, successor), as Trustees ("1923
Indenture") (incorporated by reference to Exhibit B-1 to File
No. 2-1719).
(4.13) Supplemental Indentures to IP&L's 1923 Indenture:
Dated as of File Reference Exhibit
----------------- -------------- -------
May 1, 1940 2-4921 B-1-k
May 2, 1940 2-4921 B-1-l
October 1, 1945 2-8053 7(m)
October 2, 1945 2-8053 7(n)
January 1, 1948 2-8053 7(o)
September 1, 1950 33-3995 4(e)
February 1, 1953 2-10543 4(b)
October 2, 1953 2-10543 4(q)
August 1, 1957 2-13496 2(b)
September 1, 1962 2-20667 2(b)
June 1, 1967 2-26478 2(b)
February 1, 1973 2-46530 2(b)
February 1, 1975 2-53860 2(aa)
July 1, 1975 2-54285 2(bb)
September 2, 1975 2-57510 2(bb)
March 10, 1976 2-57510 2(cc)
February 1, 1977 2-60276 2(ee)
January 1, 1978 0-849 2
March 1, 1979 0-849 2
March 1, 1980 0-849 2
May 31, 1986 33-3995 4(g)
July 1, 1991 0-849 4(h)
September 1, 1992 0-849 4(m)
December 1, 1994 0-4117-1 4(f)
(4.14) Indenture (For Unsecured Subordinated Debt Securities), dated
as of December 1, 1995, between IP&L (formerly IESU) and The
First National Bank of Chicago (Bank One Trust Company,
National Association, successor), as Trustee (Subordinated
Indenture) (incorporated by reference to Exhibit 4(i) to IP&L's
Amendment No. 1 to Registration Statement, File No. 33-62259).
(4.15) Indenture (For Senior Unsecured Debt Securities), dated as of
August 1, 1997, between IP&L (formerly IESU) and The First
National Bank of Chicago (Bank One Trust Company, National
Association, successor), as Trustee (incorporated by reference
to Exhibit 4(j) to IP&L's Registration Statement, File No.
333-32097).
E-4
Exhibit Number Document Description
-------------- --------------------
(4.16) Officers' Certificate, dated as of August 4, 1997, creating
IP&L's (formerly IESU) 6-5/8% Senior Debentures, Series A, due
2009 (incorporated by reference to Exhibit 4.12 to IP&L's
Annual Report on Form 10-K, for the year ended December 31,
2000).
(4.17) Officers' Certificate, dated as of March 6, 2001, creating
IP&L's (formerly IESU) 6-3/4% Senior Debentures, Series B, due
2011 (incorporated by reference to Exhibit 4 to IP&L's Form
8-K, dated March 6, 2001).
(4.18) The Original through the Nineteenth Supplemental Indentures of
IP&L (successor to Interstate Power Company ("IPC")) to JP
Morgan Chase (formerly The Chase Manhattan Bank) and Carl E.
Buckley and C. J. Heinzelmann, as Trustees (James P. Freeman,
successor, as Trustee), dated January 1, 1948 securing First
Mortgage Bonds (incorporated by reference to Exhibits 4(b)
through 4(t) to IPC's Registration Statement No. 33-59352 dated
March 11, 1993).
(4.19) Twentieth Supplemental Indenture of IP&L (successor to IPC) to
JP Morgan Chase (formerly The Chase Manhattan Bank) and C. J.
Heinzelmann (James P. Freeman, successor), as Trustees, dated
May 15, 1993 (incorporated by reference to Exhibit 4(u) to
IPC's Registration Statement No. 33-59352 dated March 11,
1993).
(4.20) Twenty-First Supplemental Indenture of IP&L (successor to IPC)
to JPMorgan Chase Bank (formerly the Chase Manhattan Bank) and
James P. Freeman, as Trustees, dated December 31, 2001
(incorporated by reference to Exhibit 4.3 to IP&L's Form 8-K,
dated January 1, 2002).
(4.21) Indenture, dated as of November 4, 1999, among Alliant Energy
Resources, Inc. ("Resources"), Alliant Energy Corporation, as
Guarantor, and Firstar Bank, N.A. (U.S. Bank, N.A., successor),
as Trustee (incorporated by reference to Exhibit 4.1 to
Resources' and Alliant Energy Corporation's Registration
Statement on Form S-4 (Reg. No. 333-92859)), and the indentures
supplemental thereto dated, respectively, November 4, 1999,
February 1, 2000 and November 15, 2001 (Exhibit 4.2 in
Registration No. 333-92859, Exhibit 99.4 in Alliant Energy
Corporation's Form 8-K dated February 1, 2000 and Exhibit 4.4
in Resources' and Alliant Energy Corporation's Registration
Statement on Form S-4 (Registration No. 333-75020)).
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Alliant
Energy agrees to furnish to the Securities and Exchange
Commission, upon request, any instrument defining the rights of
holders of long-term debt not being registered that is not
filed as an exhibit to this Registration Statement on Form S-3.
No such instrument authorizes securities in excess of 10% of
the total assets of Alliant Energy Corporation.
(4.22) Alliant Energy Corporation Shareowner Direct Plan (Existing
Shareowners Only) (terms and conditions of this plan are set
forth in the prospectus contained in this registration
statement).
E-5
Exhibit Number Document Description
-------------- --------------------
(5) Opinion of Foley & Lardner (including consent of counsel).
(23.1) Consent of Foley & Lardner (filed as part of Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a
of the Securities Act of 1933).
(24) Powers of attorney.
Documents incorporated by reference to filings made by Alliant Energy
Corporation under the Securities Exchange Act of 1934, as amended, are under
File No. 1-9894. Documents incorporated by reference to filings made by
Wisconsin Power and Light Company under the Securities Exchange Act of 1934, as
amended, are under File No. 0-337. Documents incorporated by reference to
filings made by IES Industries Inc. under the Securities Exchange Act of 1934,
as amended, are under File No. 1-9187. Documents incorporated by reference to
filings made by Interstate Power and Light Company (formerly IES Utilities Inc.)
under the Securities Exchange Act of 1934, as amended, are under File No.
0-4117-1. Documents incorporated by reference to filings made by Interstate
Power Company under the Securities Exchange Act of 1934, as amended, are under
File No. 1-3632.
E-6