1
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) January 1, 1996
WISCONSIN ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
1-1245
(Commission file number)
Wisconsin 39-0476280
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
NOT APPLICABLE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
2
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF WISCONSIN NATURAL GAS COMPANY
Effective at 12:01 a.m., Central Time, on January 1, 1996, Wisconsin Natural
Gas Company ("Wisconsin Natural"), a wholly-owned subsidiary of Wisconsin
Energy Corporation ("Wisconsin Energy"), was merged with and into Wisconsin
Electric Power Company ("Wisconsin Electric"), all of the Common Stock of
which is owned by Wisconsin Energy (the "Merger"). In the transaction, all
1,725,000 shares of Wisconsin Natural Common Stock outstanding and held by
Wisconsin Energy were deemed cancelled at the effective time of the Merger.
No new shares of Wisconsin Electric Common Stock were issued in connection
with the Merger. Each share of Wisconsin Electric Common Stock and Preferred
Stock which was issued and outstanding immediately prior to the effective time
of the Merger remained an identical issued and outstanding share of such
respective stock of Wisconsin Electric, as the surviving corporation,
immediately after the effective time of the Merger.
On April 27, 1995, the Michigan Public Service Commission issued an order
approving the Merger. On May 9, 1995, the Public Service Commission of
Wisconsin ("PSCW") issued an order approving the Merger.
The Merger was effected pursuant to the Plan and Agreement of Merger, dated as
of June 30, 1994, by and between Wisconsin Electric and Wisconsin Natural (the
"Merger Agreement"). The Merger Agreement was approved by the requisite vote
of the stockholders of Wisconsin Electric at a special meeting of stockholders
held on December 15, 1994. The Merger Agreement was approved by Wisconsin
Energy, as sole stockholder of Wisconsin Natural, on October 26, 1994.
Wisconsin Natural was a gas utility engaged in the purchase, distribution and
sale of natural gas to retail customers and the transportation of customer-
owned gas in three distinct service areas in Wisconsin: west and south of the
City of Milwaukee; the Appleton area; and the Prairie du Chien area.
Wisconsin Natural's service territory had an estimated population of over
1,100,000 and was largely within the electric service area of Wisconsin
Electric. Wisconsin Electric will continue to use the acquired facilities of
Wisconsin Natural for the distribution and transportation of natural gas.
The Merger is being accounted for by the consolidation of the accounts of
Wisconsin Electric and Wisconsin Natural. This accounting treatment for the
combination of assets and liabilities is similar to that which would result
from a pooling of interests in that the assets and liabilities are combined at
historical book values. Income of Wisconsin Electric as the surviving
corporation in the Merger will include income of the former Wisconsin Natural
for fiscal 1996 and thereafter. The reported income of the separate entities
for the prior periods will be combined and restated as income of Wisconsin
Electric.
Further information concerning the Merger is set forth in the Wisconsin
Electric Proxy Statement (File No. 1-1245), dated October 31, 1994,
distributed in connection with the special meeting of stockholders to vote on
the transaction held on December 15, 1994.
- 2 -
3
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 5. OTHER ITEMS
MERGER AGREEMENT WITH NORTHERN STATES POWER
As previously reported, on April 28, 1995, Wisconsin Energy and Northern
States Power Company, a Minnesota corporation ("NSP"), entered into an
Agreement and Plan of Merger, which was amended and restated as of July 26,
1995 (the "Wisconsin Energy Merger Agreement"). The Wisconsin Energy Merger
Agreement provides for a strategic business combination involving Wisconsin
Energy and NSP in a "merger-of-equals" transaction. As a result, Wisconsin
Energy will become a registered public utility holding company under the
Public Utility Holding Company Act of 1935, as amended, and will change its
name to Primergy Corporation ("Primergy"). Primergy will be the parent
company of NSP, which, for regulatory reasons will reincorporate in Wisconsin
("New NSP"), of Wisconsin Electric (including the former operations of
Wisconsin Natural), which will be renamed Wisconsin Energy Company, and of the
other subsidiaries of Wisconsin Energy and NSP. The business combination is
intended to be tax-free for income tax purposes and to be accounted for as a
"pooling of interests."
Northern States Power Company, a Wisconsin corporation ("NSP-WI"), currently a
wholly-owned subsidiary of NSP, will also be merged into Wisconsin Energy
Company in connection with the transactions contemplated by the Wisconsin
Energy Merger Agreement. Prior to the merger of NSP-WI into Wisconsin Energy
Company, New NSP will acquire certain gas utility assets in La Crosse and
Hudson, Wisconsin, from NSP-WI.
Further information related to the Wisconsin Energy Merger Agreement was
previously reported in Wisconsin Energy's Current Reports on Form 8-K dated as
of April 28, 1995 and as of September 13, 1995, Wisconsin Electric's Current
Report on Form 8-K dated as of August 25, 1995 and in Wisconsin Energy's and
Wisconsin Electric's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995. Detailed information
with respect to the Wisconsin Energy Merger Agreement and the transactions
contemplated thereby is contained in the Joint Proxy Statement/Prospectus
dated August 7, 1995 (contained in Wisconsin Energy's Registration Statement
on Form S-4, Registration No. 33-61619) which related to the meetings of the
shareholders of Wisconsin Energy and NSP on September 13, 1995 at which the
Wisconsin Energy Merger Agreement and certain related matters were approved.
POINT BEACH INDEPENDENT SPENT FUEL STORAGE INSTALLATION
On December 22, 1995, the Dane County Circuit Court issued a decision vacating
and remanding the February 9, 1995 order of the PSCW which authorized
Wisconsin Electric to construct and operate an independent spent fuel storage
installation ("ISFSI") for the storage of spent nuclear fuel assemblies at
Wisconsin Electric's Point Beach Nuclear Plant ("Point Beach"). The Court
held that the environmental impact statement prepared by the PSCW for this
project was inadequate in two respects. First, it did not adequately analyze
the environmental impacts from the storage of spent fuel for a sufficient
duration; second, it did not sufficiently evaluate the alternative of
employing a combination of renewable energy resources and conservation in lieu
of continued operation of Point Beach beyond 1998. The Court also held that
- 3 -
4
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 5. OTHER ITEMS (Cont'd)
POINT BEACH INDEPENDENT SPENT FUEL STORAGE INSTALLATION (Cont'd)
the PSCW failed to make the findings of fact and conclusions of law, based on
the record, demonstrating that it properly considered the priorities of
conservation, renewable and other energy resources over nuclear resources to
the extent cost effective, technically feasible and environmentally sound.
The Court rejected the petitioners' claim that the PSCW abused its discretion
in authorizing construction and operation of the ISFSI and determined that the
Court should not substitute its judgment for that of the PSCW on an issue of
discretion. The PSCW is expected to take action on remand to cure the defects
found by the Court. The matter is pending.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
(a) FINANCIAL STATEMENTS:
The financial statements of Wisconsin Natural listed in the descriptions
of Exhibits (99)-1 and (99)-2 in paragraph (c) of this Item 7 are
incorporated herein by reference. The audited financial statements so
listed are included in Item 8 of Wisconsin Natural's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (File No. 2-2066).
The unaudited interim financial statements so listed are included in
Item 1 in Part I of Wisconsin Natural's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995.
The financial statements of NSP-WI listed in the descriptions of Exhibits
(99)-3 and (99)-4 in paragraph (c) of this Item 7 are incorporated herein
by reference. The audited financial statements so listed are included in
Item 8 of NSP-WI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 10-3140). The unaudited interim financial
statements so listed are included in Item 1 in Part I of NSP-WI's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.
(b) PRO FORMA FINANCIAL INFORMATION:
The unaudited pro forma financial information listed in the description
of Exhibit (99)-6 in paragraph (c) of this Item 7 is incorporated herein
by reference and combines the historical balance sheets and statements of
income of Wisconsin Electric, Wisconsin Natural and NSP-WI. The
unaudited pro forma financial information so listed is included in
Item 5 in Part II of Wisconsin Electric's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995. This pro forma financial
information updates through the third quarter of 1995 pro forma financial
information included in ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS in
- 4 -
5
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Cont'd)
(b) PRO FORMA FINANCIAL INFORMATION: (Cont'd)
Wisconsin Electric's Current Report on Form 8-K dated as of August 25,
1995, which also contains unaudited pro forma combined condensed
statements of income of Wisconsin Energy Company for each of the three
years in the period ended December 31, 1994, which are not repeated
herein but are incorporated herein by reference as Exhibit (99)-5 to this
report.
(c) EXHIBITS:
The following Exhibits are filed with this report:
Exhibit No.
(4)-1 Conformed Fortieth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated October 28, 1938, of Wisconsin Electric (to reflect the
conveyance of properties acquired by merger with Wisconsin
Natural).
(4)-2 Conformed Fourteenth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated June 1, 1950, of Wisconsin Natural (to reflect the
assumption of bonds by Wisconsin Electric in connection with
merger).
(4)-3 First Supplemental Indenture of Wisconsin Electric, dated
January 1, 1996, to Indenture, dated as of September 1, 1992,
of Wisconsin Natural (to reflect assumption of obligations
under Indenture and securities by Wisconsin Electric in
connection with merger).
(99)-7 News Release dated December 29, 1995.
The following exhibits are incorporated herein by reference:
(2)-1 Amended and Restated Agreement and Plan of Merger, dated as of
April 28, 1995, as amended and restated as of July 26, 1995, by
and among NSP, Wisconsin Energy, Northern Power Wisconsin Corp.
and WEC Sub Corp. (Exhibit (2)-1 to Wisconsin Energy's
Registration Statement on Form S-4 filed on August 7, 1995,
Registration No. 33-61619.)
(2)-2 Plan and Agreement of Merger, dated June 30, 1994, by and
between Wisconsin Electric and Wisconsin Natural. (Appendix A
to Wisconsin Electric's Proxy Statement dated October 31, 1994,
in File No. 1-1245.)
(23)-1 Consent of Price Waterhouse LLP, Wisconsin Natural's independent
accountants, dated August 25, 1995. (Exhibit (23)-1 to
Wisconsin Electric's Current Report on Form 8-K dated August 25,
1995.)
- 5 -
6
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Cont'd)
(c) EXHIBITS: (Cont'd)
Exhibit No.
(23)-2 Consent of Deloitte & Touche LLP, NSP-WI's independent
accountants, dated August 25, 1995. (Exhibit (23)-2 to
Wisconsin Electric's Current Report on Form 8-K dated
August 25, 1995.)
(99)-1 Audited Financial Statements of Wisconsin Natural at
December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994. (Item 8 of Wisconsin
Natural's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 2-2066.)
(99)-2 Unaudited Interim Financial Statements of Wisconsin Natural at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
Wisconsin Natural's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1995, File No. 2-2066.)
(99)-3 Audited Financial Statements of NSP-WI at December 31, 1994 and
1993 and for each of the three years in the period ended
December 31, 1994. (Item 8 of NSP-WI's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, File No.
10-3140.)
(99)-4 Unaudited Interim Financial Statements of NSP-WI at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
NSP-WI's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1995, File No. 10-3140.)
(99)-5 Wisconsin Energy Company unaudited pro forma combined condensed
statements of income for each of the three years in the period
ended December 31, 1994. (Included in Wisconsin Electric's
Current Report on Form 8-K dated as of August 25, 1995.)
(99)-6 Unaudited Pro Forma Combined Condensed Financial Information,
consisting of Unaudited Pro Forma Combined Condensed Balance
Sheets at September 30, 1995 of Wisconsin Electric, NSP-WI and
Wisconsin Energy Company, Unaudited Pro Forma Combined Condensed
Statements of Income of Wisconsin Energy Company for the Nine
Months Ended September 30, 1995 and 1994 and the Twelve Months
Ended September 30, 1995, and the Notes thereto. (Item 5 in
Part II of Wisconsin Electric's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, File No. 1-1245.)
- 6 -
7
FORM 8-K
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
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 thereunto duly authorized.
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------------
(Registrant)
/s/C. H. Baker
--------------------------------------
Date: January 15, 1996 C. H. Baker, Vice President - Finance
- 7 -
8
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
EXHIBIT INDEX
Current Report on Form 8-K
Report Dated January 1, 1996
Exhibit
Number
-------
The following exhibits are filed with this report:
(4)-1 Conformed Fortieth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated October 28, 1938, of Wisconsin Electric (to reflect the
conveyance of properties acquired by merger with Wisconsin
Natural).
(4)-2 Conformed Fourteenth Supplemental Indenture of Wisconsin
Electric, dated January 1, 1996, to Mortgage and Deed of Trust,
dated June 1, 1950, of Wisconsin Natural (to reflect the
assumption of bonds by Wisconsin Electric in connection with
merger).
(4)-3 First Supplemental Indenture of Wisconsin Electric, dated
January 1, 1996, to Indenture, dated as of September 1, 1992,
of Wisconsin Natural (to reflect assumption of obligations
under Indenture and securities by Wisconsin Electric in
connection with merger).
(99)-7 News Release dated December 29, 1995.
The following exhibits are incorporated herein by reference:
(2)-1 Amended and Restated Agreement and Plan of Merger, dated as of
April 28, 1995, as amended and restated as of July 26, 1995, by
and among NSP, Wisconsin Energy, Northern Power Wisconsin Corp.
and WEC Sub Corp. (Exhibit (2)-1 to Wisconsin Energy's
Registration Statement on Form S-4 filed on August 7, 1995,
Registration No. 33-61619.)
(2)-2 Plan and Agreement of Merger, dated June 30, 1994, by and
between Wisconsin Electric and Wisconsin Natural. (Appendix A
to Wisconsin Electric's Proxy Statement dated October 31, 1994,
in File No. 1-1245.)
(23)-1 Consent of Price Waterhouse LLP, Wisconsin Natural's independent
accountants, dated August 25, 1995. (Exhibit (23)-1 to
Wisconsin Electric's Current Report on Form 8-K dated August 25,
1995.)
(23)-2 Consent of Deloitte & Touche LLP, NSP-WI's independent
accountants, dated August 25, 1995. (Exhibit (23)-2 to
Wisconsin Electric's Current Report on Form 8-K dated
August 25, 1995.)
9
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
EXHIBIT INDEX (Cont'd)
Current Report on Form 8-K
Report Dated January 1, 1996
Exhibit
Number
-------
(99)-1 Audited Financial Statements of Wisconsin Natural at
December 31, 1994 and 1993 and for each of the three years in
the period ended December 31, 1994. (Item 8 of Wisconsin
Natural's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 2-2066.)
(99)-2 Unaudited Interim Financial Statements of Wisconsin Natural at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
Wisconsin Natural's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1995, File No. 2-2066.)
(99)-3 Audited Financial Statements of NSP-WI at December 31, 1994 and
1993 and for each of the three years in the period ended
December 31, 1994. (Item 8 of NSP-WI's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, File No.
10-3140.)
(99)-4 Unaudited Interim Financial Statements of NSP-WI at
September 30, 1995 and for the three and nine month periods
ended September 30, 1995 and 1994. (Item 1 in Part I of
NSP-WI's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1995, File No. 10-3140.)
(99)-5 Wisconsin Energy Company unaudited pro forma combined condensed
statements of income for each of the three years in the period
ended December 31, 1994. (Included in Wisconsin Electric's
Current Report on Form 8-K dated as of August 25, 1995.)
(99)-6 Unaudited Pro Forma Combined Condensed Financial Information,
consisting of Unaudited Pro Forma Combined Condensed Balance
Sheets at September 30, 1995 of Wisconsin Electric, NSP-WI and
Wisconsin Energy Company, Unaudited Pro Forma Combined Condensed
Statements of Income of Wisconsin Energy Company for the Nine
Months Ended September 30, 1995 and 1994 and the Twelve Months
Ended September 30, 1995, and the Notes thereto. (Item 5 in
Part II of Wisconsin Electric's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, File No. 1-1245.)
- 2 -