UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
MARCH 8, 2001 (Original 8-K)
MARCH 30, 2001 (Amendment No. 1)
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Commission Registrant; State of Incorporation IRS Employer
File Number Address; and Telephone Number Identification No.
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001-01245 WISCONSIN ELECTRIC POWER COMPANY 39-0476280
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(414) 221-2345
FORM 8-K/A
WISCONSIN ELECTRIC POWER COMPANY
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As reported on the original version of this report dated March 8,
2001, on March 1, 2001, the Audit Committee of the Board of
Directors of Wisconsin Energy Corporation met to discuss the
independent public accountant for Wisconsin Energy and its
subsidiaries to be engaged for the year 2001. The Committee
recommended to the Board the replacement of
PricewaterhouseCoopers LLP with Arthur Andersen LLP. The Board
of Directors, acting on the recommendation of the Audit
Committee, appointed the firm of Arthur Andersen LLP as
independent auditors to audit the books and records of Wisconsin
Energy and its subsidiaries, including Wisconsin Electric Power
Company, for 2001. The selection was made after a review of
several accounting firms. Arthur Andersen LLP had been the
auditors of WICOR, Inc., prior to the April 26, 2000 merger of
Wisconsin Energy and WICOR. The Board of Directors of Wisconsin
Electric approved the change in accountants.
PricewaterhouseCoopers LLP was notified of this change and Arthur
Andersen LLP of its engagement on March 8, 2001.
PricewaterhouseCoopers LLP was dismissed on March 30, 2001, upon
completion of the audit for the year ended December 31, 2000.
In connection with its audits for the two most recent years and
through March 30, 2001, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused
that firm to make reference to the subject matter of the
disagreement in connection with its report, and there were no
"reportable events" (as defined in SEC Regulation S-K Item
304(a)(1)(v)). PricewaterhouseCoopers' report on Wisconsin
Electric's financial statements for 1998, 1999 and 2000 contained
no adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope, or accounting
principles.
Wisconsin Electric has provided PricewaterhouseCoopers LLP with a
copy of the disclosures contained herein and has requested that
PricewaterhouseCoopers LLP furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees
with the statements made by Wisconsin Electric herein and, if
not, stating the respects in which it does not agree. A copy of
PricewaterhouseCoopers LLP's original letter dated March 15, 2001
was filed as Exhibit 16.1 to the original version of this report.
A copy of PricewaterhouseCoopers LLP's letter dated April 5, 2001
is filed as Exhibit 16.2 to this Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
See Exhibit Index following the Signature page of this
report, which is incorporated herein by reference.
FORM 8-K/A
SIGNATURES
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 ELECTRIC POWER COMPANY
(Registrant)
/s/ Stephen P. Dickson
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Date: April 5, 2001 Stephen P. Dickson - Controller and
Principal Accounting Officer
FORM 8-K/A
WISCONSIN ELECTRIC POWER COMPANY
(Commission File No. 001-01245)
EXHIBIT INDEX
to
CURRENT REPORT ON FORM 8-K/A
(As amended by Amendment No. 1)
Date of Report: March 30, 2001
The following Exhibits are filed with this Amendment No. 1 to
Current Report on Form 8-K:
Exhibit No.
16.1 Letter of PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated March 15, 2001. (Filed with original 8-
K on March 15, 2001.)
16.2 Letter of PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated April 5,2001. (Filed herewith.)