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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) June 27, 1999
______________________
WICOR, INC.
(Exact name of registrant as specified in its charter)
1-7951
(Commission file number)
Wisconsin 39-1346701
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices)
(Zip Code)
(414) 291-7026
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
MERGER AGREEMENT WITH WISCONSIN ENERGY CORPORATION
On June 28, 1999, Wisconsin Energy Corporation, a Wisconsin corporation
("Wisconsin Energy"), and WICOR, Inc., a Wisconsin corporation ("WICOR"), issued
a joint press release announcing that they had entered into an Agreement and
Plan of Merger, dated as of June 27, 1999 (the "Merger Agreement"), by and among
Wisconsin Energy, WICOR and CEW Acquisition, Inc., a Wisconsin corporation and a
wholly owned subsidiary of Wisconsin Energy ("Acquisition"). The Merger
Agreement provides for a strategic business combination of Wisconsin Energy and
WICOR through a merger of WICOR and Acquisition (the "Merger"). The Merger
Agreement has been approved by the boards of directors of Wisconsin Energy and
WICOR.
Subject to the terms of the Merger Agreement, at the time of the Merger,
each outstanding share of WICOR common stock, par value $1.00 per share ("WICOR
Common Stock") (together with the associated common stock purchase right issued
pursuant to WICOR's Rights Agreement) will be converted into the right to
receive cash, common stock, par value $.01 per share of Wisconsin Energy
("Wisconsin Energy Common Stock"), or a combination of cash and shares of
Wisconsin Energy Common Stock (the "Merger Consideration") having a value of
$31.50 per share of WICOR Common Stock if the Closing occurs by July 1, 2000,
increased by an amount equivalent to daily simple interest on $31.50 at the rate
of six percent per annum for each day after July 1, 2000 through the closing
date if the closing occurs after July 1, 2000 (the "Exchange Value"). Prior to
the closing date, Wisconsin Energy will select the percentage of the Merger
Consideration to be paid in Wisconsin Energy Common Stock, which may be not less
than 40% or more than 60%; the balance will be paid in cash. The exchange ratio
for each share of WICOR Common Stock converted into Wisconsin Energy Common
Stock will be determined by dividing the Exchange Value by the average of the
closing prices of the Wisconsin Energy Common Stock on the New York Stock
Exchange for the 10 trading days ending with the fifth trading day prior to the
closing date (the "Average Wisconsin Energy Price"). Each WICOR shareholder
will be entitled to elect to receive cash, Wisconsin Energy Common Stock or a
combination thereof, subject to proration if the cash or stock elections exceed
the maximum amounts permitted. Cash will be paid in lieu of any fractional
shares of Wisconsin Energy Common Stock which holders of WICOR Common Stock
would otherwise receive. If the Average Wisconsin Energy Price is less than
$22.00 per share, Wisconsin Energy may elect to pay the entire Merger
Consideration in cash.
Consummation of the Merger is subject to the satisfaction of certain
closing conditions set forth in the Merger Agreement, including approval by the
shareholders of Wisconsin Energy and WICOR, approval by the Public Service
Commission of Wisconsin, approval by the Securities and Exchange Commission
under the Public Utility Holding Company Act of 1935, as amended, and expiration
or termination of the waiting period applicable to the Merger under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended. The regulatory
approval process is expected to take approximately 9 to 12 months.
The Merger Agreement provides that upon the consummation of the Merger,
Richard A. Abdoo will continue as the Chairman of the Board, President and Chief
Executive Officer of Wisconsin Energy and that George E. Wardeberg, the Chairman
and Chief Executive Officer of WICOR, will become the Vice Chairman of the Board
of Wisconsin Energy for a two-year term, after which Mr. Wardeberg intends to
retire as Vice Chairman but remain a member of the Wisconsin Energy Board of
Directors. The Merger Agreement also provides that, in addition to Mr.
Wardeberg, one other member of the current WICOR Board of Directors selected by
Wisconsin Energy will join the Wisconsin Energy Board of Directors after the
consummation of the Merger.
The Merger is intended to qualify as a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, to the extent that shares of WICOR
Common Stock are exchanged for shares of Wisconsin Energy Common Stock, and will
be accounted for as a purchase transaction. The Merger Agreement provides that
if the Merger Agreement is terminated under certain circumstances and WICOR
enters into a competing transaction with another party within 21 months after
the termination, WICOR will pay a termination fee of $30 million to Wisconsin
Energy.
The Merger Agreement and the joint press release announcing the Merger
Agreement are filed as exhibits to this report. The above description of the
Merger Agreement is qualified by reference to the provisions of the Merger
Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
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See Exhibit Index following the Signatures page of this report, which is
incorporated herein by reference.
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FORM 8-K
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.
WICOR, INC.
By: /s/ Joseph P. Wenzler
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Joseph P. Wenzler, Senior Vice President and
Chief Financial Officer
Date: June 29, 1999
WICOR, INC.
(Commission File No. 1-7951)
EXHIBIT INDEX
to
CURRENT REPORT ON FORM 8-K
Date of Report: June 27, 1999
Incorporated Herein Filed
Exhibit Description by Reference to Herewith
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Exhibit 2.1 Agreement and Plan of X
Merger, dated as of
June 27, 1999, by and
among Wisconsin Energy
Corporation, WICOR, Inc.
and CEW Acquisition, Inc.
Exhibit 99.1 Joint Press Release of X
Wisconsin Energy
Corporation and WICOR,
Inc., dated June 28, 1999