As filed with the Securities and Exchange Commission on January 10, 2006
Registration No. 333–107694
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WISCONSIN GAS LLC
(Exact Name of Registrant as Specified in its Charter)
Wisconsin | 20-3978942 | |||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
(414) 221-2345
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jeffrey West, Vice President and Treasurer
Wisconsin Gas LLC
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
(414) 221-2345
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John T. W. Mercer Troutman Sanders LLP 600 Peachtree Street, Suite 5200 Atlanta, Georgia 30308 (404) 885-3000 | Geoffrey E. Liebmann Cahill Gordon & ReindelLLP 80 Pine Street New York, New York 10005 (212) 701-3000 |
Approximate date of commencement of proposed sale to public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨
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, 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 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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨
DEREGISTRATION OF SECURITIES
The Registration Statement on Form S-3 (Registration No. 333-107694) (the “Original Registration Statement”) of Wisconsin Gas LLC (the “Company”), pertaining to the registration of up to $200,000,000 aggregate offering price of debt securities (the “Securities”), to which this Post-Effective Amendment No. 3 relates, was filed with the Securities and Exchange Commission on August 6, 2003, was amended by Post-Effective Amendment No. 1 filed on December 10, 2003, and was further amended by Post-Effective Amendment No. 2 filed on December 15, 2005.
On November 14, 2005, in connection with the final offering of Securities under the Original Registration Statement, the Company filed an additional Registration Statement on Form S-3 (Registration No. 333-129677) (the “Additional Registration Statement”) pursuant to Rule 462(b) to register up to $15,000,000 of additional aggregate offering price of Securities. On November 18, 2005, the Company completed its final offering of Securities under the Original Registration Statement and the Additional Registration Statement, at which time $523,150 of aggregate offering price of Securities registered under the Original Registration Statement and the Additional Registration Statement remained unsold.
Pursuant to an undertaking made in Item 17 of the Original Registration Statement, the Company hereby removes from registration the $523,150 aggregate offering price of Securities registered under the Original Registration Statement and the Additional Registration Statement which remain unsold as of the date of this Post-Effective Amendment No. 3.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on January 10, 2006.
WISCONSIN GAS LLC | ||
/s/ Jeffrey West | ||
Jeffrey West Vice President and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on January 10, 2006.
Signature | Title | |
/s/ Gale E. Klappa* Gale E. Klappa | Chairman of the Board, President, Chief Executive Officer and Director - Principal Executive Officer | |
/s/ Allen L. Leverett* Allen L. Leverett | Executive Vice President and Chief Financial Officer - Principal Financial Officer | |
/s/ Stephen P. Dickson* Stephen P. Dickson | Vice President and Controller - Principal Accounting Officer | |
/s/ John F. Ahearne* John F. Ahearne | Director | |
/s/ John F. Bergstrom* John F. Bergstrom | Director | |
/s/ Barbara L. Bowles* Barbara L. Bowles | Director | |
/s/ Robert A. Cornog* Robert A. Cornog | Director | |
/s/ Curt S. Culver * Curt S. Culver | Director | |
/s/ Thomas J. Fischer* Thomas J. Fischer | Director |
/s/ Ulice Payne, Jr.* Ulice Payne, Jr. | Director | |
/s/ Frederick P. Stratton* Frederick P. Stratton, Jr. | Director | |
/s/ George E. Wardeberg* George E. Wardeberg | Director | |
*By: /s/ Jeffrey West Jeffrey West, Attorney-in-Fact |