1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
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, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-9057
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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)
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FORM 10-K/A
WISCONSIN ENERGY CORPORATION
------------------------------
AMENDMENT NO. 1
TO
1994 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, 1994 on Form 10-K as set forth in the pages attached hereto:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 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, 1994 are hereby amended to
reflect the filing of Exhibit Nos. (99)-1 and (99)-2 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, 1995 By /s/ R. A. Abdoo
-------------------------------- --------------------------------
R. A. Abdoo, Chairman of the Board,
President, and Chief
Executive Officer
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements and
Report of Independent Accountants
Included in Part II of this report:
Consolidated Income Statement for the three years ended
December 31, 1994
Consolidated Statement of Cash Flows for the three years
ended December 31, 1994
Consolidated Balance Sheet at December 31, 1994 and 1993
Consolidated Capitalization Statement at December 31, 1994
and 1993
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (Cont'd)
Consolidated Common Stock Equity Statement for the three
years ended December 31, 1994
Notes to Financial Statements
Report of Independent Accountants
2. Financial Statement Schedules
Included in Part IV of this report:
For the three years ended December 31, 1994
Schedule I Condensed Parent Company Financial
Statements
Other schedules are omitted because of the absence of conditions
under which they are required or because the required information
is given in the consolidated financial statements or notes thereto.
3. Exhibits
The following Exhibits are filed with this report:
Exhibit No.
(10)-1 Executive Deferred Compensation Plan of Wisconsin
Energy Corporation effective January 1, 1989, as
amended and restated as of January 1, 1994. *
(Previously filed.)
2 Supplemental Benefits Agreement between Wisconsin
Energy Corporation and employee Richard A. Abdoo dated
November 21, 1994. * (Previously filed.)
3 Supplemental Benefits Agreement between Wisconsin
Electric Power Company and employee John W. Boston
dated November 21, 1994. * (Previously filed.)
4 Supplemental Executive Retirement Plan of Wisconsin
Energy Corporation (as amended and restated as of
January 1, 1994). * (Previously filed.)
5 Directors' Deferred Compensation Plan of Wisconsin
Energy Corporation, effective January 1, 1987 and as
restated as of January 1, 1994. * (Previously filed.)
6 Directors' Deferred Compensation Plan of Wisconsin
Electric Power Company, as restated as of
January 1, 1994. * (Previously filed.)
(23) Consent of Independent Accountants, dated March 30,
1995, appearing on page 75 of this Annual Report
on Form 10-K for the year ended December 31, 1994.
(Previously filed.)
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (Cont'd)
(27) Wisconsin Energy Corporation Financial Data Schedule
for the fiscal year ended December 31, 1994.
(Previously filed.)
(99)-1 Information furnished in lieu of the Form 11-K
Annual Report for Wisconsin Energy Corporation
Management Employee Savings Plan for the year
ended December 31, 1994. (Filed with
Amendment No. 1.)
2 Information furnished in lieu of the Form 11-K
Annual Report for Wisconsin Energy Corporation
Represented Employee Savings Plan for the year
ended December 31, 1994. (Filed with Amendment
No. 1.)
In addition to those Exhibits shown above, which are filed herewith, Wisconsin
Energy hereby incorporates the following Exhibits pursuant to Exchange Act Rule
12b-32 and Regulation Section 201.24 by reference to the filings set forth
below:
(2) Agreement and Plan of Restructuring, including Plan of Merger.
(Incorporated herein by reference to Exhibit 2 to Amendment No. 1
to Wisconsin Energy's Registration Statement on Form S-4,
File No. 33-7045.)
(3)-1 Restated Articles of Incorporation of Wisconsin Energy Corporation.
(Incorporated herein by reference to Exhibit (19) to Wisconsin Energy
Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992, File No. 1-9057.)
2 Bylaws of Wisconsin Energy Corporation, as amended to October 27,
1993. (Exhibit 3-1 to Wisconsin Energy Corporation's 1993 Form 10-K
in File No. 1-9057.)
(4)-1 Reference is made to Article III of the Restated Articles of
Incorporation of Wisconsin Energy. (Exhibit (3)-1 herein.)
Mortgage or Supplemental
Indenture Company Date Exhibit # Under File No.
- ------------------------------------------------------------------------------
(4)- 2 Mortgage and Wisconsin 10/28/38 B-1 2-4340
Deed of Trust Electric
("WE")
3 Second WE 6/1/46 7-C 2-6422
4 Third WE 3/1/49 7-C 2-8456
5 Fourth WE 6/1/50 7-D 2-8456
6 Fifth WE 5/1/52 4-G 2-9588
7 Sixth WE 5/1/54 4-H 2-10846
8 Seventh WE 4/15/56 4-1 2-12400
9 Eighth WE 4/1/58 2-I 2-13937
10 Ninth WE 11/15/60 2-J 2-17087
11 Tenth WE 11/1/66 2-K 2-25593
12 Eleventh WE 11/15/67 2-L 2-27504
13 Twelfth WE 5/15/68 2-M 2-28799
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Mortgage or Supplemental
Indenture Company Date Exhibit # Under File No.
- ------------------------------------------------------------------------------
14 Thirteenth WE 5/15/69 2-N 2-32629
15 Fourteenth WE 11/1/69 2-O 2-34942
16 Fifteenth WE 7/15/76 2-P 2-54211
17 Sixteenth WE 1/1/78 2-Q 2-61220
18 Seventeenth WE 5/1/78 2-R 2-61220
19 Eighteenth WE 5/15/78 2-S 2-61220
20 Nineteenth WE 8/1/79 (a)2(a) 1-1245 (9/30/79
WE Form 10-Q)
21 Twentieth WE 11/15/79 (a)2(a) 1-1245 (12/31/79
WE Form 10-K)
22 Twenty-First WE 4/15/80 (4)-21 2-69488
23 Twenty-Second WE 12/1/80 (4)-1 1-1245 (12/31/80
WE Form 10-K)
24 Twenty-Third WE 9/15/85 (4)-1 1-1245 (9/30/85
WE Form 10-Q)
25 Twenty-Four WE 9/15/85 (4)-1 1-1245 (9/30/85
WE Form 10-Q)
26 Twenty-Fifth WE 12/15/86 (4)-25 1-1245 (12/31/86
WE Form 10-K)
27 Twenty-Sixth WE 1/15/88 4 1-1245 (1/26/88
Form 8-K)
28 Twenty-Seventh WE 4/15/88 4 1-1245 (3/31/88
Form 10-Q)
29 Twenty-Eighth WE 9/1/89 4 1-1245 (9/30/89
WE Form 10-Q)
30 Twenty-Ninth WE 10/1/91 4-1 1-1245 (12/31/91
WE Form 10-K)
31 Thirtieth WE 12/1/91 4-2 1-1245 (12/31/91
WE Form 10-K)
32 Thirty-First WE 8/1/92 4-1 1-1245 (6/30/92
WE Form 10-Q)
33 Thirty-Second WE 8/1/92 4-2 1-1245 (6/30/92
WE Form 10-Q)
34 Thirty-Third WE 10/1/92 4-1 1-1245 (9/30/92
WE Form 10-Q)
35 Thirty-Fourth WE 11/1/92 4-2 1-1245 (9/30/92
WE Form 10-Q)
36 Thirty-Fifth WE 12/15/92 4-1 1-1245 (12/31/92
WE Form 10-K)
37 Thirty-Sixth WE 1/15/93 4-2 1-1245 (12/31/92
WE Form 10-K)
38 Thirty-Seventh WE 3/15/93 4-3 1-1245 (12/31/92
WE Form 10-K)
39 Thirty-Eighth WE 8/01/93 (4)-1 1-1245 (6/30/93
WE Form 10-Q)
40 Thirty-Ninth WE 9/15/93 (4)-1 1-1245 (9/30/93
WE Form 10-Q)
All 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.
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(10)-7 Executive Non-Qualified Trust by and between Wisconsin Energy
Corporation and Firstar Trust Company, dated May 12, 1994,
established to provide a source of funds to assist in the meeting of
the liabilities under various nonqualified deferred compensation
plans made between the Registrant or its subsidiaries and various plan
participants. (Exhibit 10-1 to Wisconsin Energy's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994, File No. 1-9057.)*
8 1993 Omnibus Stock Incentive 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, offering
performance-based incentives and other equity interests in Wisconsin
Energy to officers and other key employees. (Exhibit 10-1 to Wisconsin
Energy's 1993 Form 10-K in File No. 1-9057.) *
9 Agreement between Wisconsin Energy Corporation, WITECH Corporation and
employee Francis Brzezinski dated November 30, 1992, naming him a
participant in the Wisconsin Energy Corporation Supplemental Executive
Retirement Plan retroactive to September 1, 1990. (Exhibit 10-1 to
Wisconsin Energy's 1992 Form 10-K in File No. 1-9057.) *
10 Executive Incentive Compensation Plan of Wisconsin Energy Corporation
as amended and renewed effective December 18, 1991. (Exhibit 10-1 to
Wisconsin Energy's 1991 Form 10-K in File No. 1-9057.) *
11 Short-Term Performance Plan of Wisconsin Energy Corporation effective
January 1, 1992. (Exhibit 10-3 to Wisconsin Energy's 1991 Form 10-K
in File No. 1-9057.) *
12 Purchase and Sale Agreement by and among The Cleveland-Cliffs Iron
Company, Cliffs Electric Service Company, Upper Peninsula Generating
Company, Upper Peninsula Power Company and Wisconsin Electric Power
Company, dated as of December 8, 1987. (Exhibit 10 to Wisconsin
Electric's Form 8-K dated December 18, 1987 in File No. 1-1245.)
13 Service Agreement dated January 1, 1987, between Wisconsin Electric,
Wisconsin Energy 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.)
14 Service Agreement dated January 1, 1987, between Wisconsin Natural,
Wisconsin Energy and other non-utility affiliated companies.
(Exhibit (10)-(a) to Wisconsin Natural's Current Report on Form 8-K
dated January 2, 1987 in File No. 2-2066.)
* Management contracts and executive compensation plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
(21) Subsidiaries of Wisconsin Energy Corporation (Incorporated herein
by reference to Exhibit (22) to Wisconsin Energy's Form 8-B filed
on January 7, 1987, File No. 33-7045.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the year ended
December 31, 1994.
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WISCONSIN ENERGY CORPORATION
INCOME STATEMENT
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1994 1993* 1992*
-------- -------- --------
(Thousands of Dollars)
Miscellaneous Income $ 373 $ 411 $ 429
Nonoperating Expense 423 250 251
-------- -------- --------
(50) 161 178
Income Taxes (20) 17 30
-------- -------- --------
(30) 144 148
Equity in Subsidiaries' Earnings 180,898 189,991 171,091
-------- -------- --------
Net Income $ 180,868 $ 190,135 $ 171,239
======== ======== ========
* Restated to reflect the acquisition of Wisconsin Southern Gas Company, Inc.
on 1/1/94.
See Notes on Page 74.
(continued on next page)
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WISCONSIN ENERGY CORPORATION
STATEMENT OF CASH FLOWS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1994 1993* 1992*
--------- --------- ---------
(Thousands of Dollars)
Operating Activities:
Net Income $ 180,868 $ 190,135 $ 171,239
Reconciliation to cash:
Equity in subsidiaries' earnings (180,898) (189,991) (171,091)
Dividends from subsidiaries 150,951 74,654 74,576
Other 235 109 27
--------- --------- ---------
Cash Provided by Operating Activities 151,156 74,907 74,751
Investing Activities:
Equity investment in subsidiaries - net (19,500) (23,500) 6,363
Change in notes receivable -
associated companies (17,535) 13,330 (13,330)
Other (870) (8) (3)
--------- --------- ---------
Cash Used in Investing Activities (37,905) (10,178) (6,970)
Financing Activities:
Sale of common stock 50,494 61,442 54,465
Dividends on common stock (150,708) (140,876) (131,752)
Change in notes payable -
associated companies (13,100) 13,100 -
--------- --------- ---------
Cash Used in Financing Activities (113,314) (66,334) (77,287)
--------- --------- ---------
Change in Cash and Cash Equivalents $ (63) $ (1,605) $ (9,506)
========= ========= =========
Cash Paid for-
Interest $ 62 $ - $ -
Income Taxes (15) (3) 25
* Restated to reflect the acquisition of Wisconsin Southern Gas Company, Inc.
on 1/1/94.
See Notes on Page 74.
(continued on next page)
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WISCONSIN ENERGY CORPORATION
BALANCE SHEET
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1994 1993*
--------- --------
(Thousands of Dollars)
Assets
------
Current Assets
Cash and cash equivalents $ 3 $ 66
Accounts and notes receivable
from associated companies 17,909 166
Other 297 471
---------- ----------
Total Current Assets 18,209 703
Property and Investments
Investment in subsidiary companies 1,729,052 1,679,605
Other 885 29
---------- ----------
Total Property and Investments 1,729,937 1,679,634
Deferred Charges 7,585 7,164
---------- ----------
$1,755,731 $1,687,501
========== ==========
Liabilities
-----------
Current Liabilities
Accounts payable $ 41 $ 90
Accounts and notes payable
to associated companies 132 13,103
Other (61) 210
---------- ----------
Total Current Liabilities 112 13,403
Deferred Credits 8,264 7,397
Stockholders' Equity
Common stock 628,446 577,935
Retained earnings 116,187 115,991
Undistributed subsidiaries' earnings 1,002,722 972,775
---------- ----------
Total Stockholders' Equity 1,747,355 1,666,701
---------- ----------
$1,755,731 $1,687,501
========== ==========
* Restated to reflect the acquisition of Wisconsin Southern Gas Company, Inc.
on 1/1/94.
See Notes on Page 74.
(continued on next page)
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WISCONSIN ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
1. The condensed parent company financial statements and notes should be read
in conjunction with the consolidated financial statements and notes
appearing on pages 47-64 of this Annual Report on Form 10-K.
2. Various financing arrangements and regulatory requirements impose certain
restrictions on the ability of Wisconsin Energy Corporation's utility
subsidiaries to transfer funds to Wisconsin Energy Corporation (WEC) in
the form of cash dividends, loans, or advances. Under Wisconsin law,
Wisconsin Electric Power Company and Wisconsin Natural Gas Company are
prohibited from loaning funds, either directly or indirectly, to WEC.
WEC does not believe that such restrictions will affect its operations.
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Wisconsin Energy Corporation
EXHIBIT INDEX
-------------
1994 Annual Report on Form 10-K
For the Year Ended December 31, 1994
(As amended by Amendment No. 1 on Form 10-K/A)
Exhibit
Number
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(10)-1 Executive Deferred Compensation Plan of Wisconsin Energy Corporation
effective January 1, 1989, as amended and restated as of January 1,
1994. (Previously filed.)
2 Supplemental Benefits Agreement between Wisconsin Energy Corporation
and employee Richard A. Abdoo dated November 21, 1994. (Previously
filed.)
3 Supplemental Benefits Agreement between Wisconsin Electric Power
Company and employee John W. Boston dated November 21, 1994.
(Previously filed.)
4 Supplemental Executive Retirement Plan of Wisconsin Energy Corporation
(as amended and restated as of January 1, 1994.) (Previously filed.)
5 Directors' Deferred Compensation Plan of Wisconsin Energy Corporation,
effective January 1, 1987 and as restated as of January 1, 1994.
(Previously filed.)
6 Directors' Deferred Compensation Plan of Wisconsin Electric Power
Company, as restated as of January 1, 1994. (Previously filed.)
(23) Consent of Independent Accountants, dated March 30, 1994, appearing
on page 75 of this Annual Report on Form 10-K for the year ended
December 31, 1993. (Previously filed.)
(27) Wisconsin Energy Corporation Financial Data Schedule for the fiscal
year ended December 31, 1994. (Previously filed.)
(99)-1 Information furnished in lieu of the Form 11-K Annual Report for
Wisconsin Energy Corporation Management Employee Savings Plan for the
year ended December 31, 1994. (Filed with Amendment No. 1.)
2 Information furnished in lieu of the Form 11-K Annual Report for
Wisconsin Energy Corporation Represented Employee Savings Plan for the
year ended December 31, 1994. (Filed with Amendment No. 1.)
The foregoing Exhibits are (or have been) filed with this report. The
additional Exhibits which are incorporated by reference are listed in Item
14(a)(3) of this report.
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