As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
WICOR, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7026
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
______________________
George E. Wardeberg With a copy to:
President and Chief Executive
Officer Jere D. McGaffey
WICOR, Inc. Foley & Lardner
626 East Wisconsin Avenue 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202-5367
(414) 291-7026 (414) 271-2400
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement. ______________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) of the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Each Offering Maximum
Class of Price Aggregate Amount of
Securities to Amount to be Per Offering Registration
be Registered Registered(1) Unit(2) Price(2) Fee
Common Stock, 1,000,000 shares $35.00 $35,000,000 $10,607
$1 par value, and rights
with attached
Common Stock
Purchase Rights
(1) Each share of WICOR, Inc. Common Stock has attached thereto one
Common Stock Purchase Right. This Registration Statement also
relates to 290,416 shares of WICOR, Inc. Common Stock previously
registered (Registration No. 33-50682) under the Securities Act of
1933 and for which a registration fee of $2,246.19 has previously
been paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based upon
the average of the high and low prices for WICOR, Inc. Common Stock
as reported on the New York Stock Exchange on May 14, 1997. The
value attributable to the Rights is reflected in the price of the
Common Stock.
______________________
Pursuant to Rule 429 under the Securities Act of 1933, as amended,
the Prospectus which is a part of this Registration Statement includes all
the information currently required in a prospectus relating to the
securities covered by Registration Statement No. 33-50682 of WICOR, Inc.
This Registration Statement also constitutes Post-Effective Amendment
No. 2 with respect to Registration Statement No. 33-50682 and such
post-effective amendment shall hereafter become effective concurrently
with the effectiveness of this Registration Statement in accordance with
Section 8(c) of the Securities Act of 1933, as amended.
______________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION
DATED MAY 19, 1997
The WICOR, Inc.
Direct Stock Purchase and
Dividend Reinvestment Plan
[LOGO]
Prospectus
May __, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Table of Contents
Page
The WICOR, Inc. Direct Stock Purchase and Dividend Reinvestment Plan 1
WICOR, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . 2
Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan Service Fees . . . . . . . . . . . . . . . . . . . . . . . 3
Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Options . . . . . . . . . . . . . . . . . . . . . . . 4
Purchasing Shares through the Plan . . . . . . . . . . . . . . . 6
Selling Shares through the Plan . . . . . . . . . . . . . . . . 6
Safekeeping of Your Stock Certificates and Book Entry . . . . . 7
Gifts or Transfers of Shares . . . . . . . . . . . . . . . . . . 8
Issuance of Certificates . . . . . . . . . . . . . . . . . . . . 8
Tracking Your Investments . . . . . . . . . . . . . . . . . . . 9
U.S. Federal Income Tax Information . . . . . . . . . . . . . . 9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Available Information . . . . . . . . . . . . . . . . . . . . . 10
Stock Splits, Stock Dividends and Other Distributions . . . . . 11
Voting of Proxies . . . . . . . . . . . . . . . . . . . . . . . 11
Responsibility of the Administrator and WICOR . . . . . . . . . 11
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . 12
Plan Modification or Termination . . . . . . . . . . . . . . . . 12
Change of Eligibility; Termination . . . . . . . . . . . . . . . 12
Foreign Participation . . . . . . . . . . . . . . . . . . . . . 12
Independent Public Accountants . . . . . . . . . . . . . . . . . 12
The WICOR, Inc.
Direct Stock Purchase
&
Dividend Reinvestment Plan
The WICOR Plan promotes long-term ownership in WICOR, Inc.
The plan offers- You-
- a simple, cost-effective way to - do not have to be a current
make your initial purchase of WICOR shareholder to
WICOR common stock; participate
- a way to increase your holdings - can begin participating with
in WICOR by reinvesting your an initial investment of $500
cash dividends; and or more; and
- the opportunity to buy - do not have to return a new
additional shares through enrollment form if you are
optional cash investments currently participating
WICOR, Inc.
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7026
Neither the SEC or any state securities regulators have approved or
disapproved these securities or determined if this prospectus is accurate
or adequate. Any representation to the contrary is a criminal offense.
The WICOR, Inc. Direct Stock Purchase and Dividend Reinvestment Plan
The WICOR, Inc. Direct Stock Purchase and Dividend Reinvestment Plan
promotes long-term ownership in WICOR, Inc. by offering:
- A simple, cost-effective method for making your initial purchase
of WICOR common stock;
- A way to increase your holdings in WICOR by reinvesting your
cash dividends; and
- The opportunity to purchase additional shares by making optional
cash investments.
You do not have to be a current shareholder of WICOR to participate in the
Plan. You can purchase your first shares of WICOR stock through the Plan
by making an initial investment of $500 or more. The Plan has been
revised effective June 1, 1997 to expand the features available to
participants. Participants in WICOR's dividend reinvestment and stock
purchase plan on May 31, 1997, will continue to be enrolled in the revised
Plan and need not send in an enrollment form or take any other action
unless they want to make a change in their elections under the Plan.
WICOR, Inc.
WICOR is a Wisconsin corporation with two principal business groups:
natural gas distribution and related services, and manufacturing of pumps
and fluid processing equipment. WICOR engages in natural gas distribution
through Wisconsin Gas Company, the oldest and largest natural gas
distribution utility in Wisconsin. WICOR also engages in the manufacture
and sale of pumps and fluid handling and filtration equipment through
several nonutility subsidiaries. This equipment is primarily used in
water system, pool and spa, agricultural, RV/marine, industrial and
beverage/food service applications.
Summary
- Enrollment: New shareholders can join by making an initial investment
of at least $500. Shareholders enrolled in WICOR's dividend reinvestment
and stock purchase plan on May 31, 1997 will continue to be enrolled in
the revised Plan. No action is required for current participants. Other
existing WICOR shareholders can participate by submitting a completed
WICOR Plan enrollment form. If your shares are held in a brokerage
account, you may participate directly by registering some or all of your
shares in your name.
- Reinvestment of Dividends: You can reinvest all or a portion of your
cash dividends toward the purchase of additional shares of WICOR stock
without paying trading fees. In order to take advantage of the dividend
reinvestment option, you must elect to reinvest the dividends on at least
ten shares.
- Optional Cash Investments: After you are enrolled in the Plan, you can
buy additional shares of WICOR stock without paying any fees. You can
invest a minimum of $100 at any one time, up to a maximum of $10,000 per
calendar month. You can pay by check or have your optional cash
investment automatically withdrawn from your bank account.
- Full Investment: Full investment of your optional cash investments and
dividends is possible because WICOR will credit your account with both
whole and fractional shares. WICOR pays dividends on both whole shares
and fractional shares participating in the Plan.
- Safekeeping of Certificates: You can deposit your WICOR stock
certificates with ChaseMellon Shareholder Services, an affiliate of the
Plan's Administrator, for safekeeping at no cost to you. A certificate
for your shares will be sent to you, free of charge, upon request.
- Gifts or Transfers of Shares: You can give or transfer your WICOR
shares to others.
- Sell Shares Conveniently: If you choose to sell the WICOR stock held
in your Plan account, you will generally pay fees lower than those
typically charged by stockbrokers.
- Tracking Your Investment: You will receive a statement after each
transaction you make under the Plan. These statements will provide the
details of the particular transaction and show the share balance in your
Plan account.
Administrator
The Chase Manhattan Bank will administer the Plan and act as Agent for the
participants. The Chase Manhattan Bank has designated its affiliates,
ChaseMellon Shareholder Services, L.L.C. and Chase Securities, Inc., and
other agents to perform certain services for the Plan. These companies
will purchase and hold shares of stock for Plan participants, keep
records, send statements and perform other duties required by the Plan.
Inquiries
For information about the Plan contact ChaseMellon Shareholder Services:
Call ChaseMellon Shareholder Services: (800) 621-9609
Outside the United States call collect: (212) 946-7101
Website address: www.chasemellon.com
E-mail address: info@chasemellon.com
Written requests and notices should be mailed as follows:
Send correspondence and all Send Optional Cash Investments
requests except Optional Cash to:
Investments to:
ChaseMellon Shareholder Services
ChaseMellon Shareholder Services Optional Cash Investments
P. O. Box 750 P. O. Box 382009
Pittsburgh, PA 15230-9625 Pittsburgh, PA 15250-8009
Please include your daytime Make check or money order
telephone number. payable to The Chase Manhattan
Bank in U.S. dollars. Please
use the transaction stub at the
bottom of your statement.
Plan Service Fees
Enrollment Fee for new investors . . . . . . . . . . . . . . . No Charge
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . No Charge
Sale of Shares (partial or full):
Transaction Fee . . . . . . . . . . . . . . $15 per sale transaction
Trading Fee . . . . . . . . . . . . . . . . . . . . $0.12 per share
Reinvestment of Dividends . . . . . . . . . . . . . . . . . . . No Charge
Optional Cash Investments via check or Automatic Investment . . No Charge
Gift or Transfer of Shares . . . . . . . . . . . . . . . . . . No Charge
Safekeeping of Stock Certificates . . . . . . . . . . . . . . . No Charge
Certificate Issuance . . . . . . . . . . . . . . . . . . . . . No Charge
Returned checks or rejected Automatic Investment requests . . $25 per item
Duplicate Statements
Current year . . . . . . . . . . . . . . . . . . . . . . . No Charge
Prior year(s) . . . . . . . . . . . . . . . . $20 flat fee per year
The Administrator will deduct the applicable fees from the proceeds from a
sale of shares held in your account.
Enrollment
You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine
if there are any governmental regulations that would prohibit your
participation in the Plan.
- If you do not currently own any WICOR stock, you can join the Plan by
making an initial investment of at least $500, but not more than $10,000.
You can get started in the Plan by returning a completed Plan enrollment
form to ChaseMellon Shareholder Services along with your check or money
order payable to The Chase Manhattan Bank. The Administrator will arrange
for the purchase of shares for your account but will not pay interest on
amounts held until they are invested. Please allow a minimum of two weeks
for your account to be established, initial shares to be purchased and a
statement mailed to you. (See "Purchasing Shares through the Plan" on
page 5.)
- If you already own WICOR stock and the shares are registered in your
name, you may join the Plan by returning a completed Plan enrollment form
to ChaseMellon Shareholder Services. Participants in WICOR's dividend
reinvestment and stock purchase plan on May 31, 1997, will continue to be
enrolled in the Plan and need not send in an enrollment form or take any
other action unless they want to make a change in their elections under
the Plan.
- If your shares are held in a brokerage, bank or other intermediary
account, and you wish to participate directly in the Plan, you should
direct your broker, bank, or trustee to register some or all of your WICOR
shares directly in your name. You can then get started in the Plan by
returning a completed enrollment form to ChaseMellon Shareholder Services.
Investment Options
Dividend Reinvestment: You can choose to reinvest all or a portion of
the regular cash dividends paid on your shares held in the Plan toward the
purchase of additional shares of WICOR stock. To participate in the
reinvestment feature of the Plan, you must elect to reinvest the dividends
on a minimum of ten shares. If the number of shares on which dividends
are reinvested falls below ten shares, the Administrator will pay the full
amount of the dividend to you and your participation in the dividend
reinvestment feature of the Plan will be suspended until such time as the
number of shares on which dividends are reinvested once again equals or
exceeds ten shares. Participants in WICOR's dividend reinvestment and
stock purchase plan on May 31, 1997, will not be subject to the ten share
minimum until their participation in the Plan exceeds ten shares.
You can change your dividend reinvestment election at any time by
notifying ChaseMellon Shareholder Services. For a particular dividend to
be reinvested, your notice must be received prior to the record date for
that dividend. (The record date is normally 21 days prior to the payment
date.)
If you elect to reinvest your dividends, you must choose one of the
following when completing the Dividend Reinvestment section of the
enrollment form:
- Full Dividend Reinvestment. Purchase additional shares by
reinvesting all of your cash dividends.
- Partial Dividend Reinvestment. Select the whole percentage of
the shares you hold in the Plan for which dividends will be
reinvested.
Deposit Cash Dividends Electronically: If you choose partial
dividend reinvestment, you can have the cash dividends to be
paid to you deposited directly to your bank account by
completing the appropriate sections of the enrollment form or
notifying ChaseMellon Shareholder Services. Requests for direct
deposit will be acted upon as soon as possible after they are
received. You can change your direct deposit or discontinue
this feature by notifying ChaseMellon Shareholder Services.
If you do not elect to reinvest your dividends, all cash dividends will be
paid to you by check or electronic deposit, depending upon your election
under the Plan.
- Optional Cash Investments: You can purchase additional shares of WICOR
stock by using the Plan's optional cash investment feature. To
participate in this optional feature, you must invest at least $100 at any
one time and cannot invest more than $10,000 in a calendar month.
Interest will not be paid on amounts held pending investment.
By Check or Money Order: You may make optional cash investments by
sending a check or money order payable to The Chase Manhattan Bank. Do
not send cash. To facilitate processing of your investment, please use
the transaction stub located on the bottom of your most recent account
statement. Mail your investment and transaction stub to the address
specified on the statement. You may not sell or withdraw shares purchased
by check for a period of 15 calendar days from the receipt of the check.
This limitation on withdrawal or sale may be waived in individual cases by
WICOR in its sole discretion. A $25 fee will be charged against your
account for a check that is returned for insufficient funds.
By Automatic Withdrawal from your Bank Account: If you wish to make
regular monthly purchases, you can authorize an automatic monthly
withdrawal from your bank account. This feature enables you to make
periodic investments without writing a check. Funds will be deducted from
your account on the 15th day of each month. If this date falls on a bank
holiday or weekend, funds will be deducted on the next business day.
Please allow four to six weeks for the first automatic monthly withdrawal
to start. You must notify ChaseMellon Shareholder Services in writing to
change or terminate automatic withdrawal. A fee of $25 will be charged
against your account for an automatic withdrawal which fails due to
insufficient funds.
Purchasing Shares through the Plan
- Purchase Intervals: The Administrator will make arrangements to use
initial and optional cash investments to purchase WICOR shares on behalf
of Plan participants as promptly as practical and at least once each week.
The Administrator will use reinvested dividends to purchase shares on a
quarterly basis. Purchases may be made over a number of days to meet the
requirements of the Plan.
- Source and Pricing of Shares:
Source of shares: Stock needed to meet the requirements of the Plan
will, at WICOR's option, either be purchased in the open market or issued
directly by WICOR from authorized but unissued shares or treasury shares.
WICOR intends to use the proceeds from any newly issued shares for general
corporate purposes.
Shares purchased in the open market: If the shares are purchased in
the open market, your price per share will be the weighted average price
of all shares purchased to satisfy Plan requirements. Trading fees
incurred by the Plan for purchases will be paid by WICOR and will be
reported to you as taxable income. All fractional shares will be
calculated to four decimals and are credited to your account.
Shares purchased from WICOR: If the shares are purchased from WICOR,
your price per share for initial and optional cash investments will be the
average of the daily high and low sale prices quoted on the New York Stock
Exchange (NYSE) Composite Transactions listing for the day the shares are
purchased. For quarterly reinvestment of dividends, your price per share
will be the average of the daily high and low sale prices quoted on the
NYSE Composite Transactions listing for the three-day period surrounding
the dividend payment date. If there is no trading of WICOR stock on the
NYSE for a substantial period of time during the pricing period, then the
price per share will be determined by WICOR on the basis of such market
quotations as it considers appropriate.
- Timing and control: Because the Administrator will arrange for the
purchase of shares on behalf of the Plan, neither WICOR nor any
participant in the Plan has the authority or power to control either the
timing or pricing of shares purchased or the selection of the broker
making the purchases. Therefore, you will not be able to precisely time
your purchases through the Plan, and will bear the market risk associated
with fluctuations in the price of WICOR's stock. That is, if you send in
an initial or optional cash investment, it is possible that the market
price of WICOR stock could go up or down before the broker purchases stock
with your funds. In addition, you will not earn interest on initial or
optional cash investments for the period before the shares are purchased.
Selling Shares through the Plan
You can sell any number of shares held in your Plan account by notifying
ChaseMellon Shareholder Services. The Administrator will arrange for
sales to be made at least weekly. Sales may be made more frequently if
volume dictates. The sale price will be the weighted average price of all
shares sold for Plan participants during that period. You will receive
the proceeds of the sale less a $15 sales transaction fee, a trading fee,
and any required tax withholdings. (See "Plan Service Fees" on page 3.)
You can choose to sell your shares through a stockbroker of your choice,
in which case you should request a certificate for your shares from
ChaseMellon Shareholder Services. (See "Issuance of Certificates" on
page 8.)
Please note that if your total holdings fall below one share, the
Administrator will liquidate the fractional share, remit the proceeds to
you, less any applicable fees and close your Plan account.
- Timing and control: Because the Administrator will sell the shares on
behalf of the Plan, neither WICOR nor any participant in the Plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able
to time precisely your sales through the Plan, and will bear the market
risk associated with fluctuations in the price of WICOR's stock. That is,
if you send in a request to sell shares, it is possible that the market
price of WICOR stock could go down or up before your shares are sold.
Safekeeping of Your Stock Certificates and Book Entry
Shares of WICOR stock that you buy under the Plan will be maintained in
your Plan account for safekeeping in book entry form. You will receive a
periodic statement detailing the status of your holdings. For more
information, see "Tracking Your Investments" on page 8. Any WICOR
shareholder who becomes a Plan participant may use the Plan's
"safekeeping" service to deposit his or her WICOR stock certificates at no
cost. Safekeeping is beneficial because you no longer bear the risk and
cost associated with the loss, theft or destruction of stock certificates.
With safekeeping, you have the option of receiving cash dividends,
reinvesting your dividends (provided that you reinvest the dividends on a
minimum of ten shares) or taking advantage of the sale of shares feature
of the Plan. Certificates will be issued only upon written request to
ChaseMellon Shareholder Services. (See "Issuance of Certificates" on
page 8.)
To use the safekeeping service, send your certificates to ChaseMellon
Shareholder Services by registered mail with written instructions to
deposit them in safekeeping. If you use registered mail, your
certificates will be automatically covered by an Administrator blanket
bond up to the first $100,000 of value. Please do not endorse the
certificates or complete the assignment section.
Gifts or Transfers of Shares
You can give or transfer WICOR shares to anyone you choose by:
- Making an initial $500 cash investment to establish an account
in the recipient's name; or
- Submitting an optional cash investment on behalf of an existing
participant in the Plan in an amount not less than $100 nor more
than $10,000; or
- Transferring shares from your account to the recipient.
You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders.
ChaseMellon Shareholder Services will automatically place such new
accounts in full dividend reinvestment status, providing the new account
has a minimum of ten shares. New participants, at their discretion, may
elect another option. If you participate in dividend reinvestment and
your request to either transfer all of your shares or make a partial sale
and transfer the balance of your shares is received between the ex-
dividend and the dividend payment date, the processing of your request may
be held until after your account is credited with reinvested dividends.
This hold period could be as long as four weeks.
Upon requesting a gift or transfer, you must have your signature
guaranteed by a financial institution participating in the Medallion
Guarantee program. The Medallion Guarantee program ensures that the
individual signing the certificate is in fact the registered owner as it
appears on the stock certificate or stock power. You should contact your
bank or broker for more information regarding the Medallion Guarantee
program.
If you need additional assistance, please call ChaseMellon Shareholder
Services at (800) 621-9609.
Issuance of Certificates
You can withdraw all or some of the shares from your Plan account by
notifying ChaseMellon Shareholder Services.
Certificates will be issued for whole shares only. In the event your
request involves a fractional share, a check (less any applicable fees)
for the value of the fractional share will be mailed to you. You should
receive your certificate within two to three weeks of mailing your
request.
Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. If the certificate is issued in
a name other than your Plan account registration, the signature on the
instructions or stock power must be guaranteed by a financial institution
participating in the Medallion Guarantee program, as described above.
Tracking Your Investments
If you participate in dividend reinvestment, ChaseMellon Shareholder
Services will mail you a quarterly statement showing all transactions
(shares, amounts invested, purchase prices) for your account including
year-to-date and other account information. Supplemental statements or
notices will be sent when you make an initial or optional cash investment
or a deposit, transfer or withdrawal of shares.
If you do not participate in dividend reinvestment, ChaseMellon
Shareholder Services will mail you a statement or notice confirming any
transactions you make. If you continue to be enrolled in the Plan, but
have no transactions, ChaseMellon Shareholder Services will mail you an
annual statement reflecting your holdings.
Please retain your statements to establish the cost basis of shares
purchased under the Plan for income tax and other purposes. A $20 flat
fee per year will be charged for all prior year duplicate statement
requests.
You should notify ChaseMellon Shareholder Services promptly of any change
in address since all notices, statements and reports will be mailed to
your address of record. You will not be permitted to sell or withdraw
shares from the Plan for a period of 15 calendar days following a change
in address. This limitation on withdrawal or sale may be waived in
individual cases by WICOR in its sole discretion.
U.S. Federal Income Tax Information
The following is a summary of the general U.S. Federal income tax
consequences for individuals participating in the Plan. This summary is
not a comprehensive summary of all of the U.S. Federal income tax
considerations that may be relevant to a participant in the Plan.
Therefore, you are urged to consult your tax advisor regarding the
consequences of participation in the Plan (including, without limitation,
state income tax consequences of participating in the Plan).
- Reinvested Dividends and Plan Expenses: You will be taxed on cash
dividends reinvested under the Plan even though you have not actually
received them in cash. You will receive an annual statement from the
Administrator indicating the amount of reinvested dividends reported to
the U.S. Internal Revenue Service as dividend income. This statement will
also report as taxable income any trading fees paid by WICOR on your
behalf for purchases of shares.
You should not be treated as receiving an additional taxable distribution
relating to your pro rata share of those fees of the Administrator or
other costs of administering the Plan which are paid by WICOR. There is
no assurance, however, that the Internal Revenue Service will concur with
this position. WICOR does not currently intend to seek formal advice from
the Internal Revenue Service on this issue.
- Transfer of Shares: You will not realize gain or loss for U.S. Federal
income tax purposes upon the transfer of shares to the Plan or the
withdrawal of whole shares from the Plan. You will, however, generally
realize gain or loss upon the sale of shares (including the receipt of
cash for fractional shares) held in the Plan.
- Withholding: Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities generally are subject to a
withholding tax on dividends paid on shares held in the Plan. The
Administrator is required to withhold from dividends paid the appropriate
amount required by U.S. Treasury regulations. Any withholding tax may be
determined by treaty between the U.S. and the country in which such
participant resides. In addition, certain domestic Plan participants may
be subject to backup withholding. The amount of any dividends, net of any
applicable withholding tax, will be credited to your Plan account and
either invested in additional WICOR stock or paid to you, depending upon
your election under the Plan.
Miscellaneous
Available Information
WICOR files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may
read and copy any reports, statements or other information WICOR files at
the SEC's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at (800) SEC-0330 for further
information on the public reference rooms. WICOR's SEC filings are also
available to the public from commercial document retrieval services, on
the World-wide Web at "http://www.prnewswire.com," and at the website
maintained by the SEC at "http://www.sec.gov."
The SEC allows WICOR to "incorporate by reference" the information it
files with the SEC, which means that WICOR can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
later information filed with the SEC will update and supersede this
information. The documents listed below and any future filings made with
the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the Plan is terminated comprise the
incorporated documents:
(a) Annual Report on Form 10-K for the year ended December 31, 1996; and
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
(c) Registration Statement on Form 8-A under the Securities Exchange Act
of 1934 with respect to WICOR's common stock, including any
amendments or reports filed to update such registration statement.
(d) Registration Statement on Form 8-A under the Securities Exchange Act
of 1934 with respect to WICOR's common stock purchase rights,
including any amendments or reports filed to update such registration
statement.
Upon request WICOR will provide, without charge, a copy of any or all of
the documents incorporated by reference in this document (other than
exhibits to such documents, unless the exhibits are specifically
incorporated by reference in such documents). Requests for copies should
be directed to WICOR Investor Relations, 626 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202 (Telephone: (414) 291-7026 or (800) 236-3453).
You should rely only on the information incorporated by reference or
provided in this prospectus or in any prospectus supplement. WICOR has
not authorized anyone to provide you with different or additional
information. WICOR is not making an offer to sell stock in any state or
country where the offer is not permitted. You should not assume that the
information in this prospectus or the prospectus supplement is accurate as
of any date other than the date on the front of the document.
Stock Splits, Stock Dividends and Other Distributions
Your account will be adjusted to reflect the receipt of any stock received
in a stock dividend, stock split or similar transaction. In the event
that stock rights issued by WICOR are redeemed, the funds received will be
invested in additional shares of WICOR common stock or paid directly to
you, depending on your election under the Plan.
Voting of Proxies
WICOR will mail you proxy materials including a proxy card representing
both the shares for which you hold certificates and the shares, full and
fractional, in your Plan account. The proxy will be voted as indicated by
you. If you do not return the proxy card or if you return it unsigned,
none of your shares will be voted.
Responsibility of the Administrator and WICOR
Neither WICOR nor the Administrator will be liable for any act they do in
good faith or for any good faith omission to act. This includes, without
limitation, any claims for liability:
- for failure to terminate your account upon your death prior to
receiving written notice of such death; or
- relating to purchases or sales prices reflected in your Plan
account or the dates of purchases or sales of your Plan shares;
or
- for any fluctuation in the market value after purchase or sale
of shares.
The payment of dividends is at the discretion of WICOR's Board of
Directors and will depend upon future earnings, the financial condition of
WICOR, regulatory limitations and other factors. The Board may change the
amount and timing of dividends at any time without notice.
Neither WICOR nor the Administrator can assure you a profit or protect you
against a loss on the shares you purchase under the Plan.
Legal Matters
Foley & Lardner, WICOR's outside counsel, has given its opinion regarding
the validity of the WICOR stock covered by this prospectus. Jere D.
McGaffey, a partner of Foley & Lardner, is a director of WICOR. As of
April 30, 1997, certain attorneys at Foley & Lardner who participated in
the preparation of this prospectus (including Mr. McGaffey) owned a total
of 3,206 shares of WICOR stock.
Plan Modification or Termination
WICOR reserves the right to suspend, modify or terminate the Plan at any
time. You will receive notice of any suspension, material modification or
termination of the Plan. WICOR and the Administrator also reserve the
right to change any administrative procedures of the Plan.
Change of Eligibility; Termination
WICOR reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the
intended purpose of the Plan. In such event, ChaseMellon Shareholder
Services will notify the participant in writing and will continue to
safekeep the participant's shares but will no longer accept optional cash
investments or reinvest dividends on those shares. ChaseMellon
Shareholder Services will issue a certificate to you upon written request.
Foreign Participation
If you live outside of the U.S., you should first determine if there are
any laws or governmental regulations that would prohibit your
participation in the Plan. WICOR reserves the right to terminate
participation of any shareholder if it deems it advisable under any
foreign laws or regulations.
Independent Public Accountants
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere 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 giving said reports.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by
the Registrant in connection with the issuance and distribution of the
securities being registered hereby.
Securities and Exchange Commission $10,607
registration fee . . . . . . . . . . . . .
New York Stock Exchange listing fee . . . . 14,750
Printing and engraving expenses . . . . . . 12,500
Blue Sky fees and expenses . . . . . . . . 2,000
Transfer Agent and Registrar's fee . . . . 1,000
Accounting fees and expenses . . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . 10,000
Miscellaneous expenses . . . . . . . . . . 3,143
-------
Total . . . . . . . . . . . . . . . . $55,000
=======
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation Law
and the Registrant's By-Laws, directors and officers of the Registrant are
entitled to mandatory indemnification from the Registrant against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which
the director or officer is not successful in defense thereof, unless (in
the latter case only) it is determined that the director or officer
breached or failed to perform his or her duties to the Registrant and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Registrant or its shareholders in connection with a matter in which
the director or officer had a material conflict of interest; (b) a
violation of the criminal law unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Registrant are not subject to personal liability to the Registrant,
its shareholders or any person asserting rights on behalf thereof for
certain breaches or failures to perform any duty resulting solely from
their status as directors, except in circumstances paralleling those
outlined in (a) through (d) above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Registrant under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's By-Laws is not exclusive of any other rights to
which a director or officer of the Registrant may be entitled.
The Registrant maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 16. Exhibits.
Exhibit
Number Description of Document
(4.1) Restated Articles of Incorporation of WICOR, Inc., as
amended (incorporated by reference to Exhibit 3.1 to WICOR,
Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1992).
(4.2) By-Laws of WICOR, Inc, as amended (incorporated by
reference to Exhibit 3.3 to WICOR, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1994).
(4.3) Rights Agreement, dated as of August 29, 1989, between
WICOR, Inc. and The Chase Manhattan Bank (f/k/a
Manufacturers Hanover Trust Company), as Rights Agent
(incorporated by reference to Exhibit 4.3 to WICOR, Inc.'s
Registration Statement on Form S-3, File No. 33-63565).
(4.4) Form of Enrollment Card for The WICOR, Inc. Direct Stock
Purchase and Dividend Reinvestment Plan.
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this registration
statement).
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration statement
or any material change to such information in the
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant
in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, and State of
Wisconsin, on this 19th day of May, 1997.
WICOR, INC.
By: /s/ George E. Wardeberg
George E. Wardeberg
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints
George E. Wardeberg and Joseph P. Wenzler, and each of them individually,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
any additional registration statements that may be filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the
same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Signature Title Date
/s/ George E. Wardeberg President, Chief May 19, 1997
George E. Wardeberg Executive Officer and
Director (Principal
Executive Officer)
/c/ Joseph P. Wenzler Vice President, May 19, 1997
Joseph P. Wenzler Treasurer
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Wendell F. Bueche Director May 19, 1997
Wendell F. Bueche
/s/ Willie D. Davis Director May 19, 1997
Willie D. Davis
/s/ Jere D. McGaffey Director May 19, 1997
Jere D. McGaffey
/s/ Daniel F. McKeithan, Jr. Director May 19, 1997
Daniel F. McKeithan, Jr.
/s/ Guy A. Osborn Director May 19, 1997
Guy A. Osborn
/s/ Thomas F. Schrader Director May 19, 1997
Thomas F. Schrader
/s/ Stuart W. Tisdale Director May 19, 1997
Stuart W. Tisdale
/s/ Essie M. Whitelaw Director May 19, 1997
Essie M. Whitelaw
/s/ William B. Winter Director May 19, 1997
William B. Winter
EXHIBIT INDEX
Exhibit
Number Document Description
(4.1) Restated Articles of Incorporation of WICOR, Inc, as amended
(incorporated by reference to Exhibit 3.1 to WICOR, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1992).
(4.2) By-Laws of WICOR, Inc., as amended (incorporated by reference to
Exhibit 3.3 to WICOR, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994).
(4.3) Rights Agreement, dated as of August 29, 1989, between WICOR,
Inc. and The Chase Manhattan Bank (f/k/a Manufacturers Hanover
Trust Company), as Rights Agent (incorporated by reference to
Exhibit 4.3 to WICOR, Inc.'s Registration Statement on Form S-3,
File No. 33-63565).
(4.4) Form of Enrollment Card for The WICOR, Inc. Direct Stock
Purchase and Dividend Reinvestment Plan.
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP
(24) Power of Attorney relating to subsequent amendments (included on
the signature page to this registration statement).