Rule 424(b)(2)
Registration No. 333-06135
PROSPECTUS
10,000 Shares
WICOR, INC.
Common Stock
($1.00 par value)
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This Prospectus relates to the sale of up to 10,000 shares of common
stock, $1.00 par value (the "Common Stock"), of WICOR, Inc., a Wisconsin
corporation (the "Company"), by a shareholder of the Company (the "Selling
Shareholder"). The Company will not receive any of the proceeds from the
sale of the shares being sold by the Selling Shareholder. See "Selling
Shareholder."
The Common Stock is traded on the New York Stock Exchange under the
symbol WIC. On June 21, 1996, the closing price of the Common Stock on
the New York Stock Exchange was $35.375 per share.
The Company will pay certain of the expenses of this offering. The
Selling Shareholder, however, will bear the cost of all brokerage
commissions and discounts incurred in connection with the sale of the
shares of Common Stock covered by this Prospectus. The shares of Common
Stock to which this Prospectus relates may be sold by the Selling
Shareholder directly or through underwriters, dealers or agents in market
transactions or privately-negotiated transactions. See "Plan of
Distribution."
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 24, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company under
the Exchange Act can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northeast Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048, and Midwest Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material also may be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates, and at the
Internet web site maintained by the Commission at http://www.sec.gov. In
addition, such reports, proxy statements and other information concerning
the Company can be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto referred to
herein as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement which may be inspected and copied in the manner and at the
sources described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
3. The Company's Registration Statement on Form 8-A under the
Exchange Act with respect to the Common Stock, including any
amendment or reports filed for the purpose of updating such
description.
4. The Company's Registration Statement on Form 8-A under the
Exchange Act with respect to the Common Stock Purchase Rights,
including any amendment or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of shares which is the
subject hereof shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the
documents that have been or may be incorporated herein by reference (other
than exhibits thereto, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates).
Requests should be directed to WICOR, Inc., 626 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, Attention: Robert A. Nuernberg, Secretary
(telephone: (414) 291-7026).
THE COMPANY
The Company is a diversified holding company with two principal
business groups: natural gas distribution and related services, and
manufacturing of pumps and processing equipment used to pump, control,
transfer, hold, and filter water and other fluids. The Company engages in
natural gas distribution through its Wisconsin Gas Company subsidiary
("Wisconsin Gas"), the oldest and largest natural gas distribution utility
in Wisconsin. At December 31, 1995, Wisconsin Gas Company served
approximately 505,000 customers in 503 communities. Wisconsin Gas
generated $522.8 million or 61% of the Company's 1995 operating revenues
and $58.8 million or 74% of the Company's 1995 operating income. Through
several nonutility subsidiaries, the Company also engages in the
manufacture and sale of pumps and processing equipment. The Company's
products primarily have water system, pool and spa, agricultural,
RV/marine and beverage/food service applications. The Company markets its
manufactured products in 100 countries. The Company's manufacturing
subsidiaries generated $337.8 million or 39% of the Company's 1995
operating revenues and $20.3 million or 26% of the Company's 1995
operating income. The principal executive offices of the Company are
located at 626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, and its
telephone number is (414) 291-7026. The Company is incorporated under the
laws of the State of Wisconsin and is exempt from registration as a
holding company under the Public Utility Holding Company Act of 1935, as
amended.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Shareholder. The proceeds from the
sale of the shares of Common Stock offered hereby will be retained by the
Selling Shareholder. See "Selling Shareholder" and "Plan of
Distribution."
SELLING SHAREHOLDER
The following table sets forth certain information, as of the date of
this Prospectus, regarding the beneficial ownership of shares of Common
Stock by the Selling Shareholder, and as adjusted to reflect the sale of
the 10,000 shares of Common Stock offered hereby.
Shares of Common
Stock Beneficially Shares of Common Common Stock to be Beneficially
Selling Shareholder Owned Prior to Offering Stock to be Offered Owned After Offering
Charles R. Lacy 41,307 10,000 31,307
DESCRIPTION OF CAPITAL STOCK
Authorized Shares
The authorized capital stock of the Company consists of 60,000,000
shares of Common Stock and 1,500,000 shares of Cumulative Preferred Stock,
$1.00 par value (the "Cumulative Preferred Stock"). The Cumulative
Preferred Stock is issuable in series, for such consideration and with
such designations, dividend rates, redemption prices, liquidation rights
and preferences, conversion rights, if any, sinking fund provisions, if
any, and voting rights, if any, as may be determined by the Board of
Directors of the Company. As of May 31, 1996, there were 18,372,905
shares of Common Stock issued and outstanding. No shares of Cumulative
Preferred Stock were issued and outstanding as of such date.
Dividend Rights and Restrictions
After all cumulative dividends have been paid or declared and set apart
for payment on any shares of Cumulative Preferred Stock that are
outstanding, the Common Stock is entitled to such dividends as may be
declared from time to time by the Board of Directors in accordance with
applicable law. The Company's ability to pay dividends is dependent to a
great extent on the ability of its subsidiaries to pay dividends to the
Company.
Voting Rights
Except as provided under Wisconsin law and except as may be determined
by the Board of Directors of the Company with respect to any series of
Cumulative Preferred Stock, only the holders of Common Stock shall be
entitled to vote for the election of directors of the Company and on all
other matters. Subject to the limitations imposed by Wisconsin law as
described below, upon any such vote the holders of Common Stock shall be
entitled to one vote for each share of Common Stock held by them.
Shareholders have no cumulative voting rights in connection with the
election of directors, which means that holders of shares entitled to
exercise more than 50% of the voting power represented at any meeting of
shareholders are entitled to elect all of the directors to be elected at
any such meeting. The Company's Restated Articles of Incorporation and
By-Laws provide that the Board of Directors is to be divided into three
classes, with staggered terms of three years each. The terms of the
Common Stock generally may be modified by the affirmative vote of the
holders of a majority of the shares of Common Stock voted at a meeting of
shareholders at which a quorum is present.
Section 180.1150 of the Wisconsin Statutes provides that the voting
power of shares of Wisconsin corporations such as the Company held by any
person or persons acting as a group in excess of 20% of the voting power
in the election of directors is limited to 10% of the full voting power of
those shares. This restriction does not apply to shares acquired directly
from the Company or in certain specified transactions or shares for which
full voting power has been restored pursuant to a vote of shareholders.
Sections 180.1140 to 180.1144 of the Wisconsin Statutes contain certain
limitations and special voting provisions applicable to specified business
combinations involving Wisconsin corporations such as the Company and a
significant shareholder, unless the board of directors of the corporation
approves the business combination or the shareholder's acquisition of
shares before such shares are acquired. Similarly, Sections 180.1130 to
180.1133 of the Wisconsin Statutes contain special voting provisions
applicable to certain business combinations, unless specified minimum
price and procedural requirements are met. Following commencement of a
takeover offer, Section 180.1134 of the Wisconsin Statutes imposes special
voting requirements on certain share repurchases effected at a premium to
the market and on certain asset sales by the corporation, unless, as it
relates to the potential sale of assets, the corporation has at least
three independent directors and a majority of the independent directors
vote not to have the provision apply to the corporation.
Section 196.795(3) of the Wisconsin Statutes provides that no person may
hold or acquire directly or indirectly more than 10% of the outstanding
securities of a public utility holding company such as the Company without
approval of the Public Service Commission of Wisconsin.
Other Rights and Limitations
All shares of Common Stock are entitled to participate equally in
distributions in liquidation, subject to the prior rights of any shares of
Cumulative Preferred Stock which may be outstanding. Except as the Board
of Directors may in its discretion otherwise determine, holders of Common
Stock have no preemptive rights to subscribe for or purchase shares of the
Company. There are no conversion rights, or sinking fund or redemption
provisions applicable to the Common Stock.
The Restated Articles of Incorporation of the Company provide that any
director may be removed from office but only for cause by the affirmative
vote of holders of at least a majority of the voting power of the then
outstanding shares entitled to vote in the election of directors.
However, if at least the number of directors in the two largest classes of
directors plus one director vote to remove a director, such director may
be removed without cause by the affirmative vote of holders of at least a
majority of the voting power of the then outstanding shares of the Company
entitled to vote thereon. The Restated Articles of Incorporation of the
Company also provide that the provisions of the Company's By-Laws
regarding the classification, number, tenure, and qualifications of
directors may only be amended altered, changed, or repealed by the
affirmative vote of holders of at least 75% of the voting power of the
then outstanding shares entitled to vote in the election of directors.
The shares of Common Stock offered by the Selling Shareholder hereby are
fully paid and nonassessable, except as provided by Section 180.0622(2)(b)
of the Wisconsin Statutes regarding personal liability of shareholders for
all debts owing to employees of the Company for services performed but not
exceeding six months' service in any one case.
Common Stock Purchase Rights
The Company has entered into a Rights Agreement (the "Rights
Agreement"), dated as of August 29, 1989, with Chemical Bank, as Rights
Agent. Pursuant to the Rights Agreement, each outstanding share of Common
Stock, including the shares sold in this offering, has attached thereto
one Common Stock Purchase Right ("Right") and each share subsequently
issued by the Company prior to the expiration of the Rights Agreement will
likewise have attached thereto one Right. Under certain circumstances
described below, the Rights will entitle the holder thereof to purchase
additional shares of Common Stock. In this Prospectus, unless the context
otherwise requires, all references to the Common Stock include the
accompanying Rights.
Currently, the Rights are not exercisable or separable and trade with
the Common Stock. In the event the Rights become exercisable, each Right
(unless held by a person or group which beneficially owns more than 20% of
the outstanding Common Stock) will initially entitle the holder to
purchase one share of Common Stock at a price of $75 per share, subject to
adjustment. The Rights will only become exercisable if a person or group
has acquired, or announced an intention to acquire, 20% or more of the
outstanding shares of Common Stock. Under certain circumstances,
including the existence of a 20% acquiring party, each holder of a Right,
other than the acquiring party, will be entitled to purchase at the
exercise price Common Stock having a market value of two times the
exercise price. In the event of the acquisition of the Company by another
corporation subsequent to such corporation or an affiliated party
acquiring 20% or more of the Common Stock, each holder of a Right upon the
exercise thereof will be entitled to receive the acquiring corporation's
common shares having a market value of two times the exercise price. The
Rights may be redeemed at a price of $.01 per Right prior to the existence
of a 20% acquiring party, and thereafter may be exchanged for one share of
Common Stock per Right prior to the existence of a 50% acquiring party.
The Rights will expire on August 29, 1999. Under the Rights Agreement,
the Board of Directors of the Company may reduce the thresholds applicable
to the Rights from 20% to not less than 10%. The Rights do not have
voting or dividend rights and, until they become exercisable, have no
dilutive effect on the earnings of the Company.
PLAN OF DISTRIBUTION
The distribution of the Common Stock offered hereby by the
Selling Shareholder may be effectuated from time to time, so long as the
Registration Statement remains effective, in one or more transactions that
may take place on the New York Stock Exchange, including ordinary brokers'
transactions, in privately-negotiated transactions or through sales to one
or more brokers/dealers for resale of such Common Stock as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions will be paid by the
Selling Shareholder in connection with such sales.
The Company will pay certain of the expenses incident to the
offering of the Common Stock offered hereby to the public. The Company,
however, will not pay for any expenses, commissions or discounts of
underwriters, dealers or agents, which will be paid by the Selling
Shareholder.
LEGAL MATTERS
Certain legal matters in connection with the sale of the Common
Stock offered hereby will be passed upon for the Company by Foley &
Lardner, Milwaukee, Wisconsin. Jere D. McGaffey, a partner of Foley &
Lardner, is a director of the Company. As of June 3, 1996, Foley &
Lardner attorneys who participated in the preparation of this Prospectus
beneficially owned an aggregate of 10,328 shares of Common Stock.
EXPERTS
The consolidated financial statement and schedule included in
the Company's Annual Report on Form 10-K, for the year ended December 31,
1995, incorporated by reference in this Prospectus and in the Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there
has been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or a solicitation by
anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer
or solicitation.
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TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10,000 Shares
WICOR, Inc.
Common Stock
($1.00 par value)
_________________________
PROSPECTUS
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June 24, 1996