UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): December 20, 2007
Alliant Energy
Corporation
(Exact name of registrant as
specified in its charter)
Wisconsin |
1-9894 |
39-1380265 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
4902 North Biltmore Lane, Madison, Wisconsin |
53718 |
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number,
including area code (608) 458-3311
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.01 |
Completion
of Acquisition or Disposition of Assets. |
On
December 20, 2007, Interstate Power and Light Company (IPL), a subsidiary of
Alliant Energy Corporation (the Company), completed the previously announced
sale (the Divestiture) of its electric transmission assets to ITC Midwest LLC
(ITC Midwest). The Divestiture was effected pursuant to the terms of an Asset
Sale Agreement, dated as of January 18, 2007, by and between IPL and ITC Midwest (the
ASA). ITC Midwest is a wholly-owned subsidiary of ITC Holdings Corp.
Under
the terms of the ASA, ITC Midwest acquired IPLs transmission assets at
34.5-kilovolts and higher located in Iowa, Minnesota and Illinois, including transmission
lines, transmission substations, land rights, contracts, permits and equipment. The cash
purchase price for the assets sold by IPL in the Divestiture was $783.1 million. The
purchase price is subject to several post-closing adjustments as described in the ASA. In
addition to the cash purchase price and as part of the Divestiture, ITC Midwest assumed
specified liabilities relating to IPLs transmission assets and transmission
business.
The
foregoing description of the Divestiture is qualified in its entirety by reference to the
ASA, a copy of which is incorporated by reference as Exhibit 2.1 hereto, and incorporated
by reference herein. There are representations and warranties contained in the ASA that
were made by the parties to each other as of specific dates. The assertions embodied in
these representations and warranties were made solely for purposes of the ASA and may be
subject to important qualifications and limitations agreed to by the parties in connection
with negotiating its terms. Moreover, certain representations and warranties may not be
accurate or complete as of any specified date because they are subject to a contractual
standard of materiality that is different from certain standards generally applicable to
shareowners or were used for the purpose of allocating risk between the parties rather
than establishing matters as facts. Based upon the foregoing reasons, no person should
rely on the representations and warranties as statements of factual information.
The
required pro forma condensed consolidated financial information of the Company giving
effect to the Divestiture is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 |
Financial
Statements and Exhibits. |
|
(b) |
Pro
Forma Financial Information. Included in Exhibit 99.1 to this Current
Report on Form 8-K is the following unaudited pro forma condensed
consolidated financial information of the Company giving effect to the
Divestiture: |
|
1. |
Unaudited
Pro Forma Condensed Consolidated Balance Sheet of the Company as of
September 30, 2007. |
2
|
2. |
Unaudited
Pro Forma Condensed Consolidated Statements of Income of the Company for
the Nine Months Ended September 30, 2007 and Year Ended December 31, 2006. |
|
3. |
Notes
to Unaudited Pro Forma Condensed Consolidated Financial Information. |
|
(d) |
Exhibits.
The following exhibits are being filed herewith: |
|
(2.1) |
Asset
Sale Agreement, dated as of January 18, 2007, by and between
Interstate Power and Light Company and ITC Midwest LLC [incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form 8-K
dated January 18, 2007] |
|
(99.1) |
Unaudited
Pro Forma Condensed Consolidated Financial Information of the Company
reflecting the Divestiture |
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 21, 2007 |
ALLIANT ENERGY CORPORATION |
|
By: /s/ Thomas L. Hanson |
|
Thomas L. Hanson |
|
Vice President-Controller and |
|
Chief Accounting Officer |
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ALLIANT ENERGY
CORPORATION
Exhibit Index to
Current Report on Form 8-K
Dated December 20, 2007
Exhibit Number
(2.1) |
Asset
Sale Agreement, dated as of January 18, 2007, by and between
Interstate Power and Light Company and ITC Midwest LLC* [incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form 8-K
dated January 18, 2007] |
(99.1) |
Unaudited
Pro Forma Condensed Consolidated Financial Information of the Company
reflecting the Divestiture |
* |
All
schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted
schedules and exhibits to the Securities and Exchange Commission upon request. |
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