SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 2
TO
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
TRANSITION REPORT PRUSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission file number 1-9057
WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1391525
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2949, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
WISCONSIN ENERGY CORPORATION
----------------------------
AMENDMENT NO. 2
TO
1999 ANNUAL REPORT ON FORM 10-K
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report
for the year ended December 31, 1999 on Form 10-K as set forth in the
pages attached hereto:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K
Item 14(a)3 and the Exhibit Index to Wisconsin Energy Corporation's Annual
Report on Form 10-K for the year ended December 31, 1999 are hereby amended
to reflect the filing of Exhibit No. 99.1 herewith; the remainder of
Item 14 (including the Exhibits incorporated by reference in Item 14(a)3)
and the Exhibit Index are unchanged.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
----------------------------
(Registrant)
Date: June 23, 2000 By /s/Stephen Dickson
---------------------------
Stephen Dickson, Controller
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT ACCOUNTANTS
INCLUDED IN PART II OF THIS REPORT
Wisconsin Energy Corporation:
Consolidated Income Statement for the three years ended
December 31, 1999.
Consolidated Statement of Cash Flows for the three years ended
December 31, 1999.
Consolidated Balance Sheet at December 31, 1999 and 1998.
Consolidated Capitalization Statement at December 31, 1999
and 1998.
Consolidated Common Stock Equity Statement for the three years
ended December 31, 1999.
Notes to Financial Statements.
Report of Independent Accountants.
Wisconsin Electric Power Company:
Income Statement for the three years ended December 31, 1999.
Statement of Cash Flows for the three years ended
December 31, 1999.
Balance Sheet at December 31, 1999 and 1998.
Common Stock Equity Statement for the three years ended
December 31, 1999.
Notes to Financial Statements.
Report of Independent Accountants.
2. FINANCIAL STATEMENT SCHEDULES INCLUDED IN PART IV OF THIS REPORT
Wisconsin Energy Corporation:
Schedule I Condensed Parent Company Financial Statements for
the three years ended December 31, 1999. Other schedules are
omitted because of the absence of conditions under which they
are required or because the required information is given in
the financial statements or notes thereto.
Wisconsin Electric Power Company:
Financial statement schedules are omitted because of the
absence of conditions under which they are required or because
the required information is given in the financial statements
or notes thereto.
3. EXHIBITS AND EXHIBIT INDEX
See the Exhibit Index included as the last part of this report,
which is incorporated herein by reference. Each management
contract and compensatory plan or arrangement required to be filed
as an exhibit to this report is identified in the Exhibit Index by
two asterisks (**) following the description of the exhibit.
(b) REPORTS ON FORM 8-K
Current Reports on Form 8-K dated as of October 6, 1999 were filed
by Wisconsin Energy and Wisconsin Electric to report that the
Wisconsin trial court had denied Wisconsin Electric's post trial
motions and directed that judgement on the verdict be entered
against Wisconsin Electric in a lawsuit involving contaminated
wastes on two properties in the City of West Allis, Wisconsin (the
"West Allis lawsuit").
Current Reports on Form 8-K dated as of November 30, 1999 were
filed by Wisconsin Energy and Wisconsin Electric to report further
developments in the West Allis lawsuit.
Current Reports on Form 8-K dated as of December 22, 1999 were
filed by Wisconsin Energy and Wisconsin Electric to report
additional developments in the West Allis lawsuit and that, in
order to cease any further accrual of interest at the rate of 12%
per annum on the judgment, Wisconsin Electric had tendered to the
Milwaukee County Clerk of Circuit Court the judgement amount
including interest to the date of tender aggregating $110.2
million.
WISCONSIN ENERGY CORPORATION
WISCONSIN ELECTRIC POWER COMPANY
EXHIBIT INDEX
to
Annual Report on Form 10-K
For the year ended December 31, 1999
The following exhibits are filed with or incorporated by reference in the report
with respect to Wisconsin Energy and/or Wisconsin Electric as denoted by an "X"
in the last two columns. (An asterisk (*) indicates incorporation by reference
pursuant to Exchange Act Rule 12b-32.)
Number Exhibit WEC WE
2 Plan of acquisition, reorganization, arrangement,
liquidation, or succession
2.1* Agreement and Plan of Merger, X
dated as of June 27, 1999, as
amended as of September 9,
1999, by and among Wisconsin
Energy Corporation, WICOR,
Inc. and CEW Acquisition, Inc.
(Incorporated by reference to
Appendix A to the joint proxy
statement/prospectus dated
September 10, 1999, included
in Wisconsin Energy's
Registration on Form S-4 filed
on September 9, 1999 (File
No. 333-86827) (the "Form S-
4").)
2.2* Amendment to Agreement and X
Plan of Merger dated as of
September 9, 1999.
(Incorporated by reference to
Exhibit 2.2 to the Form S-4.
3 Articles of Incorporation and By-laws
3.1 * Restated Articles of X
Incorporation of Wisconsin
Energy Corporation, as amended
and restated effective
June 12, 1995. (Exhibit (3)-1
to Wisconsin Energy's
Quarterly Report on Form 10-Q
for the quarter ended June 30,
1995, File No. 1-9057.)
3.2 Bylaws of Wisconsin Energy , X
as amended to
January 25, 2000.
3.3 * Restated Articles of X
Incorporation of Wisconsin
Electric Power Company, as
amended and restated effective
January 10, 1995. (Exhibit
(3)-1 to Wisconsin Electric's
Annual Report of Form 10-K for
the year ended
December 31, 1994, File No. 1-
1245.)
3.4 Bylaws of Wisconsin Electric, X
as amended to
January 25, 2000.
4 Instruments defining the rights of security
holders, including indentures
4.1 * Reference is made to Article X X
III of the Restated Articles
of Incorporation.
(Exhibits 3.1 and 3.3 herein.)
Mortgage, Indenture, Supplemental Indenture or
Securities Resolution:
4.2 * Mortgage and Deed of Trust of X X
Wisconsin Electric, dated
October 28, 1938 (Exhibit B-1
under File No. 2-4340.)
4.3 * Second Supplemental Indenture X X
of Wisconsin Electric, dated
June 1, 1946 (Exhibit 7-C
under File No. 2-6422.)
4.4 * Third Supplemental Indenture X X
of Wisconsin Electric, dated
March 1, 1949 (Exhibit 7-C
under File No. 2-8456.)
4.5 * Fourth Supplemental Indenture X X
of Wisconsin Electric, dated
June 1, 1950 (Exhibit 7-D
under File No. 2-8456.)
4.6 * Fifth Supplemental Indenture X X
of Wisconsin Electric, dated
May 1, 1952 (Exhibit 4-G under
File No. 2-9588.)
4.7 * Sixth Supplemental Indenture X X
of Wisconsin Electric, dated
May 1, 1954 (Exhibit 4-H under
File No. 2-10846.)
4.8 * Seventh Supplemental Indenture X X
of Wisconsin Electric, dated
April 15, 1956 (Exhibit 4-I
under File No. 2-12400.)
4.9 * Eighth Supplemental Indenture X X
of Wisconsin Electric, dated
April 1, 1958 (Exhibit 2-I
under File No. 2-13937.)
4.10 * Ninth Supplemental Indenture X X
of Wisconsin Electric, dated
November 15, 1960 (Exhibit 2-J
under File No. 2-17087
4.11 * Tenth Supplemental Indenture X X
of Wisconsin Electric, dated
November 1, 1966 (Exhibit 2-K
under File No. 2-25593.)
4.12 * Eleventh Supplemental X X
Indenture of Wisconsin
Electric, dated November 15,
1967 (Exhibit 2-L under File
No. 2-27504.)
4.13 * Twelfth Supplemental Indenture X X
of Wisconsin Electric, dated
May 15, 1968 (Exhibit 2-M
under File No. 2-28799.)
4.14 * Thirteenth Supplemental X X
Indenture of Wisconsin
Electric, dated May 15, 1969
(Exhibit 2-N under File No. 2-
32629.)
4.15 * Fourteenth Supplemental X X
Indenture of Wisconsin
Electric, dated November 1,
1969 (Exhibit 2-O under File
No. 2-34942.)
4.16 * Fifteenth Supplemental X X
Indenture of Wisconsin
Electric, dated July 15, 1976
(Exhibit 2-P under File No. 2-
54211.)
4.17 * Sixteenth Supplemental X X
Indenture of Wisconsin
Electric, dated January 1,
1978 (Exhibit 2-Q under File
No. 2-61220.)
4.18 * Seventeenth Supplemental X X
Indenture of Wisconsin
Electric, dated May 1, 1978
(Exhibit 2-R under File No. 2-
61220.)
4.19 * Eighteenth Supplemental X X
Indenture of Wisconsin
Electric, dated May 15, 1978
(Exhibit 2-S under File No. 2-
61220.)
4.20 * Nineteenth Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1979
(Exhibit (a)2(a) under File
No. 1-1245, 9/30/79 Wisconsin
Electric Form 10-Q.)
4.21 * Twentieth Supplemental X X
Indenture of Wisconsin
Electric, dated November 15,
1979 (Exhibit (a)2(a) under
File No. 1-1245, 12/31/79
Wisconsin Electric Form 10-K.)
4.22 * Twenty-First Supplemental X X
Indenture of Wisconsin
Electric, dated April 15, 1980
(Exhibit (4)-21 under File
No. 2-69488.)
4.23 * Twenty-Second Supplemental X X
Indenture of Wisconsin
Electric, dated December 1,
1980 (Exhibit (4)-1 under File
No. 1-1245, 12/31/80 Wisconsin
Electric Form 10-K.)
4.24 * Twenty-Third Supplemental X X
Indenture of Wisconsin
Electric, dated September 15,
1985 (Exhibit (4)-1 under File
No. 1-1245, 9/30/85 Wisconsin
Electric Form 10-Q.)
4.25 * Twenty-Fourth Supplemental X X
Indenture of Wisconsin
Electric, dated September 15,
1985 (Exhibit (4)-1 under File
No. 1-1245, 9/30/85 Wisconsin
Electric Form 10-Q.)
4.26 * Twenty-Fifth Supplemental X X
Indenture of Wisconsin
Electric, dated December 15,
1986 (Exhibit (4)-25 under
File No. 1-1245, 12/31/86
Wisconsin Electric Form 10-K.)
4.27 * Twenty-Sixth Supplemental X X
Indenture of Wisconsin
Electric, dated January 1,
1988 (Exhibit 4 under File
No. 1-1245, 1/26/88 Wisconsin
Electric Form 8-K.)
4.28 * Twenty-Seventh Supplemental X X
Indenture of Wisconsin
Electric, dated April 15, 1988
(Exhibit 4 under File No. 1-
1245, 3/31/88 Wisconsin
Electric Form 10-Q.)
4.29 * Twenty-Eighth Supplemental X X
Indenture of Wisconsin
Electric, dated September 1,
1989 (Exhibit 4 under File
No. 1-1245, 9/30/89 Wisconsin
Electric Form 10-Q.)
4.30 * Twenty-Ninth Supplemental X X
Indenture of Wisconsin
Electric, dated October 1,
1991 (Exhibit 4-1 under File
No. 1-1245, 12/31/91 Wisconsin
Electric Form 10-K.)
4.31 * Thirtieth Supplemental X X
Indenture of Wisconsin
Electric, dated December 1,
1991 (Exhibit 4-2 under File
No. 1-1245, 12/31/91 Wisconsin
Electric Form 10-K.)
4.32 * Thirty-First Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1992
(Exhibit 4-1 under File No. 1-
1245, 6/30/92 Wisconsin
Electric Form 10-Q.)
4.33 * Thirty-Second Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1992
(Exhibit 4-2 under File No. 1-
1245, 6/30/92 Wisconsin
Electric Form 10-Q.)
4.34 * Thirty-Third Supplemental X X
Indenture of Wisconsin
Electric, dated October 1,
1992 (Exhibit 4-1 under File
No. 1-1245, 9/30/92 Wisconsin
Electric Form 10-Q.)
4.35 * Thirty-Fourth Supplemental X X
Indenture of Wisconsin
Electric, dated November 1,
1992 (Exhibit 4-2 under File
No. 1-1245, 9/30/92 Wisconsin
Electric Form 10-Q.)
4.36 * Thirty-Fifth Supplemental X X
Indenture of Wisconsin
Electric, dated December 15,
1992 (Exhibit 4-1 under File
No. 1-1245, 12/31/92 Wisconsin
Electric Form 10-K.)
4.37 * Thirty-Sixth Supplemental X X
Indenture of Wisconsin
Electric, dated January 15,
1993 (Exhibit 4-2 under File
No. 1-1245, 12/31/92 Wisconsin
Electric Form 10-K.)
4.38 * Thirty-Seventh Supplemental X X
Indenture of Wisconsin
Electric, dated March 15, 1993
(Exhibit 4-3 under File No. 1-
1245, 12/31/92 Wisconsin
Electric Form 10-K.)
4.39 * Thirty-Eighth Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1993
(Exhibit (4)-1 under File
No. 1-1245, 6/30/93 Wisconsin
Electric Form 10-Q.)
4.40 * Thirty-Ninth Supplemental X X
Indenture of Wisconsin
Electric, dated September 15,
1993 (Exhibit (4)-1 under File
No. 1-1245, 9/30/93 Wisconsin
Electric Form 10-Q.)
4.41 * Fortieth Supplemental X X
Indenture of Wisconsin
Electric, dated January 1,
1996 (Exhibit (4)-1 under File
No. 1-1245, 1/1/96 Wisconsin
Electric Form 8-K.)
4.42 * Indenture for Debt Securities X X
of Wisconsin Electric (the
"Wisconsin Electric
Indenture"), dated December 1,
1995 (Exhibit (4)-1 under File
No. 1-1245, 12/31/95 Wisconsin
Electric Form 10-K.)
4.43 * Securities Resolution No. 1 of X X
Wisconsin Electric under the
Wisconsin Electric Indenture,
dated December 5, 1995
(Exhibit (4)-2 under File
No. 1-1245, 12/31/95 Wisconsin
Electric Form 10-K.)
4.44 * Securities Resolution No. 2 of X X
Wisconsin Electric under the
Wisconsin Electric Indenture,
dated November 12, 1996
(Exhibit 4.44 under File No. 1-
9057, 12/31/96 Wisconsin
Energy Corporation Form 10-K.)
4.45 * Securities Resolution No. 3 of X X
Wisconsin Electric under the
Wisconsin Electric Indenture,
dated May 27, 1998 (Exhibit
(4)-1 under File No. 1-1245,
6/30/98 Wisconsin Electric
Form 10-Q.)
4.46 Securities Resolution No. 4 of X X
Wisconsin Electric under the
Wisconsin Electric Indenture,
dated November 30, 1999
4.47 * Indenture for Debt Securities X
of Wisconsin Energy, (the
"Wisconsin Energy Indenture"),
dated as of March 15, 1999
(Exhibit (4.46) under File No.
1-9057, 3/25/99 Wisconsin
Energy Form 8-K.)
4.48 * Securities Resolution No. 1 of X
Wisconsin Energy under the
Wisconsin Energy Indenture,
dated as of March 16, 1999
(Exhibit (4.47) under File
No. 1-9057, 3/25/1999
Wisconsin Energy Form 8-K.)
4.49 * Amended and Restated Trust X
Agreement among Wisconsin
Energy, as Depositor, The
First National Bank of
Chicago, as Property Trustee,
First Chicago Delaware Inc, as
Trustee, and the
Administrative Trustees for
WEC Capital Trust I, dated as
of March 25, 1999 (Exhibit
(4.48) under File No. 1-9057,
3/25/1999 Wisconsin Energy
Form 8-K.)
4.50 * Guarantee Agreement between X
Wisconsin Energy, as
Guarantor, and The First
National Bank of Chicago, as
Trustee, dated as of March 25,
1999 (Exhibit (4.49) under
File No. 1-9057, 3/25/1999
Wisconsin Energy Form 8-K.)
Certain agreements and
instruments with respect to
long-term debt not exceeding
10 percent of the total assets
of the Registrant and its
subsidiaries on a consolidated
basis have been omitted as
permitted by related
instructions. The Registrant
agrees pursuant to Item
601(b)(4) of Regulation S-K to
furnish to the Securities and
Exchange Commission, upon
request, a copy of all such
agreements and instruments.
10 Material Contracts
10.1(a)* Employment arrangement with X X
Michael B. Sellman as Chief
Nuclear Officer of Wisconsin
Electric, effective March 2,
1998. (Exhibit 10.1 to
Wisconsin Energy's Annual
Report on Form 10-K for the
year ended December 31, 1997,
File No. 1-9057.) ** See Note.
10.1(b) Letter agreement amending X X
employment agreement as of
August 3, 1999. ** See Note.
10.2 * Supplemental Executive X
Retirement Plan of Wisconsin
Energy Corporation (as amended
and restated as of June 2,
1999). (Exhibit (10)-1 to
Wisconsin Energy Corporation's
6/30/1999 10-Q.)** See
Note.
10.3 * Amended Non-Qualified Trust X X
Agreement by and between
Wisconsin Energy Corporation
and Firstar Trust Company
dated January 26, 1996,
regarding trust established to
provide a source of funds to
assist in meeting of the
liabilities under various
nonqualified deferred
compensation plans made
between Wisconsin Energy
Corporation or its
subsidiaries and various plan
participants. (Exhibit (10)-2
to Wisconsin Energy's Annual
Report on Form 10-K for the
year ended December 31, 1995,
File No. 1 9057.)** See Note.
10.4 * Executive Deferred X
Compensation Plan of Wisconsin
Energy Corporation, effective
January 1, 1989, as amended
and restated as of June 2,
1999. (Exhibit (10)-2 to
Wisconsin Energy Corporation's
6/30/1999 10-Q.)** See Note.
10.5 * Directors' Deferred X
Compensation Plan of Wisconsin
Energy Corporation, effective
January 1, 1987, and as
restated as of January 1,
1996. (Exhibit (10)-4 to
Wisconsin Energy Corporation's
Annual Report on Form 10-K for
the year ended
December 31, 1995, File
No. 1 - 9057.)** See Note.
10.6 * Forms of Stock Option X
Agreements under 1993 Omnibus
Stock Incentive Plan. (Exhibit
(10)-5 to Wisconsin Energy
Corporation's Annual Report on
Form 10-K for the year ended
December 31, 1995, File No. 1-
9057.)** See Note.
10.7 * Supplemental Benefits X X
Agreement between Wisconsin
Energy Corporation and Calvin
H. Baker dated November 21,
1994. (Exhibit (10)-7 to
Wisconsin Energy Corporation's
Annual Report on Form 10-K for
the year ended December 31,
1995, File No. 1-9057.)** See
Note.
10.8 * Supplemental Benefits X X
Agreement between Wisconsin
Energy Corporation and Richard
A. Abdoo dated November 21,
1994, as amended by and
April 26, 1995 letter
agreement. (Exhibit (10)-1 to
Wisconsin Energy Corporation's
6/30/95 10-Q.) ** See Note.
10.9 * Wisconsin Energy Corporation X X
Senior Executive Severance
Policy, as adopted effective
April 28, 1995 and amended on
July 26, 1995. (Exhibit (10)-
3 to Wisconsin Energy
Corporation's 6/30/95 10-Q.)**
See Note.
10.10* 1993 Omnibus Stock Incentive X
Plan adopted by the Board of
Directors on December 15,
1993, approved by shareholders
at the Annual Meeting of
Stockholders held on May 11,
1994, and amended by the Board
of Directors on May 19, 1998
offering performance-based
incentives and other equity
interests in Wisconsin Energy
Corporation to directors,
officers and other key
employees (Exhibit 10.10 to
Wisconsin Energy Corporation's
12/31/1998 10-K.) ** See
Note.
10.11* 1998 Revised forms of award X
agreements under 1993 Omnibus
Stock Incentive Plan, as
amended, for non-qualified
stock option awards to non-
employee directors, restricted
stock awards, incentive stock
option awards and non-
qualified stock option awards
(Exhibit 10.11 to Wisconsin
Energy Corporation's
12/31/1998 10-K.)** See Note.
10.12* Short-Term Performance Plan of X
Wisconsin Energy Corporation
effective January 1, 1999, as
amended and restated as of
June 2, 1999. (Exhibit (10)-3
to Wisconsin Energy
Corporation's 6/30/1999 10-
Q.)** See Note.
10.13* Service Agreement dated X X
January 1, 1987, between
Wisconsin Electric, Wisconsin
Energy Corporation and other
non-utility affiliated
companies. (Exhibit (10)-(a)
to Wisconsin Electric's
Current Report on Form 8-K
dated January 2, 1987 in File
No. 1-1245.)
10.14* Senior Officer Change in X
Control Agreement between
Wisconsin Energy Corporation
and Richard A. Abdoo effective
July 29, 1999. (Exhibit (10)-4
to Wisconsin Energy
Corporation's 6/30/99 10-Q.)**
See Note.
10.15* Employment arrangement with X
Paul Donovan as Senior Vice
President and Chief Financial
Officer of Wisconsin Energy
Corporation, effective
August 20, 1999. (Exhibit (10)-
1 to Wisconsin Energy
Corporation's 9/30/99 10-Q.)**
See Note.
10.16 Senior Officer Change in X
Control, Severance and Special
Pension Agreement between
Wisconsin Energy Corporation
and Paul Donovan effective
March 8, 2000.** See Note.
Note: Two asterisks (**) identify
management contracts and executive
compensation plans or arrangements
required to be filed as exhibits
pursuant to Item 14(c) of Form 10-K.
Certain compensatory plans in which
directors or executive officers of
Wisconsin Electric are eligible to
participate are not filed as Wisconsin
Electric exhibits in reliance on the
exclusion in Item 601(b)(10)(iii)(B)(6)
of Regulation S-K.
21 Subsidiaries of the registrant
21.1 Subsidiaries of Wisconsin X
Energy Corporation
23 Consents of experts and counsel
23.1 PricewaterhouseCoopers LLP - X X
Milwaukee, WI Consent of
Independent Accountants
appearing in this Annual
Report on Form 10-K for the
year ended December 31, 1999.
27 Financial data schedule
27.1 Financial Data Schedule for X X
the fiscal year ended
December 31, 1999.
27.2 Restated Financial Data X X
Schedule for the fiscal year
ended December 31, 1998
27.3 Restated Financial Data X X
Schedule for the fiscal year
ended December 31, 1997
99 Additional exhibits
99.1 Information furnished in lieu X
of the Form 11-K Annual
Report for Employee
Retirement Savings Plan for
the year ended December 31,
1999. (Filed with amendment
No. 2.)