Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
WICOR, Inc. 1994 Long-Term Performance Plan
(Full title of the plan)
George E. Wardeberg Copy to:
Chairman and Chief Executive Officer
WICOR, Inc. Jay O. Rothman
626 East Wisconsin Avenue Foley & Lardner
Milwaukee, Wisconsin 53202 777 East Wisconsin Avenue
(414) 291-7026 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for
service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock,
$1.00 par value,
with attached 925,000 $46.625 $43,128,125 $12,722.80
Common Stock shares and (2) (2)
Purchase rights
Rights
(1) Each share of WICOR, Inc. Common Stock issued will have attached
thereto one Common Stock Purchase Right.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, solely for the purpose of calculating the
registration fee, based on the average of the high and low prices
for WICOR, Inc. Common Stock on the New York Stock Exchange
Composite Tape on April 28, 1998. The value attributable to the
Common Stock Purchase Rights is reflected in the price of the
Common Stock.
___________________________
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus referred to herein also relates to the Registrant's Registration
Statement on Form S-8 (Reg. No. 33-55755).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by WICOR, Inc. (the "Company"),
are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated September 1, 1989, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being offered hereby will be
passed on for the Company by Foley & Lardner, Milwaukee, Wisconsin. Jere
D. McGaffey, a partner in the firm of Foley & Lardner, is a director of
the Company.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company 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 it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company 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 Company are not subject to personal liability to the Company, 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 in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company 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 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) WICOR, Inc. 1994 Long-Term Performance Plan,
as amended to date.
(4.2) Form of Nonstatutory Stock Option Agreement
for use in connection with the WICOR, Inc.
1994 Long-Term Performance Plan
(incorporated by references to Exhibit 4.2
to the registrant's Registration Statement
on Form S-8 (Reg. No. 33-55755)).
(4.3) Form of Restricted Stock Agreement for use
in connection with the WICOR, Inc. 1994
Long-Term Performance Plan (incorporated by
reference to Exhibit 4.3 to the registrant's
Registration Statement on Form S-8 (Reg. No.
33-55755)).
(4.4) Restated Articles of Incorporation of WICOR,
Inc., as amended (incorporated by reference
to Exhibit 3.1 to the registrant's Annual
Report on Form 10-K for the year ended
December 31, 1992).
(4.5) Rights Agreement, dated as of August 29,
1989, between WICOR, Inc. and Manufacturers
Hanover Trust Company (n/k/a Chemical Bank)
(incorporated by reference to Exhibit 4 to
the registrant's Current Report on Form 8-K,
dated as of August 29, 1989).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5 hereto).
(24) Power of Attorney (included on the signature
page to this Registration Statement).
Item 9. 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 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 herein, and the offering of such securities at that 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, 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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
on this 30th day of April, 1998.
WICOR, INC.
By: /s/ George E. Wardeberg
George E. Wardeberg
Chairman 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, 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 to file the same, with all exhibits thereto,
and other documents in connection herewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could
do in person, hereby ratifying and confirming all that each said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
/s/ George E. Wardeberg Chairman and Chief April 30, 1998
George E. Wardeberg Executive Officer
(Principal Executive
Officer)
/s/ Joseph P. Wenzler Senior Vice April 30, 1998
Joseph P. Wenzler President, Treasurer
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Wendell F. Bueche Director April 30, 1998
Wendell F. Bueche
/s/ Willie D. Davis Director April 30, 1998
Willie D. Davis
/s/ Jere D. McGaffey Director April 30, 1998
Jere D. McGaffey
/s/ Daniel F. McKeithan, Jr. Director April 30, 1998
Daniel F. McKeithan, Jr.
/s/ Guy A. Osborn Director April 30, 1998
Guy A. Osborn
/s/ Thomas F. Schrader Director April 30, 1998
Thomas F. Schrader
/s/ Stuart W. Tisdale Director April 30, 1998
Stuart W. Tisdale
/s/ Essie M. Whitelaw Director April 30, 1998
Essie M. Whitelaw
/s/ William B. Winter Director April 30, 1998
William B. Winter
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) WICOR, Inc. 1994 Long-Term Performance Plan, as amended to
date.
(4.2) Form of Nonstatutory Stock Option Agreement for use in
connection with the WICOR, Inc. 1994 Long Term Performance
Plan (incorporated by reference to Exhibit 4.2 to the
registrant's Registration Statement on Form S-8 (Reg. No.
33-55755)).
(4.3) Form of Restricted Stock Agreement for use in connection
with the WICOR, Inc. 1994 Long-Term Performance Plan
(incorporated by reference to Exhibit 4.3 to the
registrant's Registration Statement on Form S-8 (Reg. No.
33-55755)).
(4.4) Restated Articles of Incorporation of WICOR, Inc., as
amended (incorporated by reference to Exhibit 3.1 to the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1992).
(4.5) Rights Agreement, dated as of August 29, 1989, between
WICOR, Inc. and Manufacturers Hanover Trust Company (n/k/a
Chemical Bank) (incorporated by reference to Exhibit 4 to
the registrant's Current Report on Form 8-K, dated as of
August 29, 1989).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto).
(24) Power of Attorney (included on the signature page to this
Registration Statement).