SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 25, 1997
ESELCO. INC.
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(Exact name of registrant as specified in its charter)
Michigan 0-17736 38-2785176
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number
725 East Portage Avenue,
Sault Ste. Marie, Michigan 49783
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(Address of principal executive offices) (Zip Code)
(906) 632-2221
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
(a) The registrant issued the following press release on March 25, 1997:
ESELCO, Inc.
Contact Donald C. Wilson NEWS
(906) 632-5158
and
Wisconsin Energy Corporation RELEASE
Contact Ray Lewis
(414) 221-4444
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March 25, 1997 - Sault Ste. Marie, Michigan, and Milwaukee, Wisconsin
The Boards of Directors of ESELCO, Inc. (NASDAQ-EDSE), parent
corporation of Edison Sault Electric Company (Edison Sault), and Wisconsin
Energy Corporation (NYSE-WEC) announced today that they had entered into a
Letter of Intent, setting forth the preliminary terms of the potential
acquisition of ESELCO, Inc., by Wisconsin Energy Corporation. All outstanding
shares of ESELCO, Inc., common stock would be converted into shares of
Wisconsin Energy Corporation common stock based on a value of $44.50 for each
share of ESELCO, Inc., common stock in a transaction proposed to be
structured as a tax-free reorganization. The total purchase price would be
approximately $71 million. The exact number of shares of Wisconsin Energy
Corporation common stock to be issued in the transaction would be determined
by dividing $44.50 by the average closing prices of Wisconsin Energy
Corporation common stock during a specific period prior to closing.
Consummation of the proposed transaction is contingent upon several
conditions, including the negotiation and execution of a definitive
agreement, approval by Boards of Directors of both companies and the
shareholders of ESELCO, Inc., receipt of all appropriate regulatory
approvals, and the effectiveness of a registration statement to be filed with
the Securities and Exchange Commission covering Wisconsin Energy Corporation
shares to be issued in the transaction. There can be no assurance as to the
final terms of the proposed transaction, that the conditions will be
satisfied, or that the proposed transaction will be consummated.
At the close of business yesterday, ESELCO common stock traded at $30.50
with an annual dividend of $1.12. Wisconsin Energy common stock closed at
$24.50 with an annual dividend of $1.52.
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Edison Sault is an electric utility which serves approximately 22,000
residential, commercial, and industrial electric customers located in
Michigan's Eastern Upper Peninsula. ESELCO, Inc., is traded under the symbol
EDSE on the NASDAQ market.
Wisconsin Energy is a holding company with subsidiaries in utility and
nonutility businesses. Its principal subsidiary, Wisconsin Electric, provides
electricity, natural gas, and/or steam service to about 1.2 million customers
in southeastern Wisconsin (including the Milwaukee area), the Appleton area,
the Prairie du Chien area, and in northeastern Wisconsin and Michigan's Upper
Peninsula.
(b) In addition, shareholders of ESELCO, Inc. are being notified by
separate letter that effective March 24, 1997, the Board of Directors of
ESELCO, Inc. declared the suspension of the Dividend Reinvestment Plan. The
Dividend Reinvestment Plan has been suspended pending the potential
acquisition of ESELCO, Inc. by Wisconsin Energy Corporation pursuant to the
Letter of Intent, which contemplates that no additional shares, other than
the May 15, 1997 3% stock dividend will be issued.
All funds sent to ESELCO, Inc. for the Dividend Reinvestment Plan since
February 1, 1997 will be returned to the shareholders. All shareholders
enrolled in the Dividend Reinvestment Plan will from hereon have dividends
paid in the form of cash. Further, it is anticipated that all shares held in
the Dividend Reinvestment Plan will be issued to shareholders and be part of
the mailing associated with the May 15, 1997 dividend mailing.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ESELCO, INC.
By /s/ William R. Gregory
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William R. Gregory, President
March 25, 1997
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