<PAGE>
RULE NO. 424(b)(1)
REGISTRATION NO. 33-63573
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 6, 1995)
$65,000,000
WISCONSIN GAS COMPANY
6 3/8% NOTES DUE 2005
----------------
Interest on the Notes is payable semi-annually on May 1 and November 1 of
each year, commencing May 1, 1996. The Notes are not redeemable by
Wisconsin Gas Company (the "Company") prior to maturity. Ownership of the
Notes will be maintained only in book-entry form by or through The
Depository Trust Company, as Depositary. Beneficial owners of the
Notes will not have the right to receive physical certificates
evidencing their ownership except under the limited circumstances
described herein. See "Description of the Notes--Permanent Global
Securities."
----------------
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 SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note......................... 99.596% 0.650% 98.946%
- ------------------------------------------------------------------------------------------
Total............................ $64,737,400 $422,500 $64,314,900
- ------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Plus accrued interest from November 1, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deduction of expenses payable by the Company, estimated at
$145,000.
----------------
The Notes are offered severally by the Underwriters, when, as and if
received and accepted by them, subject to their right to reject orders in
whole or in part and subject to certain other conditions. It is expected that
delivery of the Notes will be made in Milwaukee, Wisconsin, on or about
November 13, 1995.
----------------
DEAN WITTER REYNOLDS INC.
ROBERT W. BAIRD & CO.
INCORPORATED
A.G. EDWARDS & SONS, INC.
November 7, 1995
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE
PROSPECTUS CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE 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 OR THAT THE INFORMATION IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-3
Description of the Notes................................................... S-3
Underwriting............................................................... S-5
PROSPECTUS
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
The Company................................................................ 3
Use of Proceeds............................................................ 4
Selected Financial Information............................................. 4
Ratios of Earnings to Fixed Charges........................................ 4
Description of the Notes................................................... 5
Plan of Distribution....................................................... 10
Legal Matters.............................................................. 11
Experts.................................................................... 11
</TABLE>
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE UNDERWRITERS AND THE COMPANY HAVE AGREED THAT THE CLOSING OF THE SALE OF
THE NOTES TO THE UNDERWRITERS WILL OCCUR FOUR BUSINESS DAYS AFTER THE DATE OF
THIS PROSPECTUS SUPPLEMENT OR AT SUCH LATER TIME AS THEY MAY MUTUALLY AGREE.
S-2
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used for the redemption
of $50,000,000 aggregate principal amount of the Company's outstanding 9 1/8%
Notes due 1997. The remainder of the net proceeds (approximately $14,169,900)
will be used to retire short-term debt which was incurred for working capital
purposes. As of October 31, 1995, the average weighted interest rate on the
short-term debt to be repaid was approximately 5.9% per annum.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements and should be read in conjunction with the statements under
"Description of the Notes" in the accompanying Prospectus.
GENERAL
The Notes will be issued under an Indenture (the "Indenture"), dated as of
September 1, 1990, between the Company and Firstar Trust Company, as Trustee
(the "Trustee").
The Notes will be unsecured obligations of the Company and will mature on
November 1, 2005. Interest on the Notes will accrue at the rate of 6 3/8% per
annum and will be payable semi-annually on each interest payment date (May 1
and November 1 of each year) commencing May 1, 1996. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Interest on each Note
will be payable to the person in whose name the Note (or any predecessor Note)
is registered at the close of business on the regular record date (the April
15 or October 15 next preceding each interest payment date). Principal of and
interest on the Notes will be payable in Milwaukee, Wisconsin.
The Notes are not redeemable by the Company prior to maturity and are not
entitled to any sinking fund.
PERMANENT GLOBAL SECURITIES
Upon issuance, all Notes will be represented by one or more fully registered
global securities (the "Global Securities"). Each such Global Security will be
deposited with, or on behalf of, The Depository Trust Company, as Depositary,
registered in the name of the Depositary or a nominee thereof. Unless and
until it is exchanged in whole or in part for Notes in definitive form, no
Global Security may be transferred except as a whole by the Depositary to a
nominee of such Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary.
The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its
participants ("Participants") deposit with it. The Depositary also facilitates
the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in Participant's accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations, and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depositary book-entry
system is also available to others, such as brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to the Depositary and its Participants are on file with
the Securities and Exchange Commission.
S-3
<PAGE>
Purchases of Notes must be made by or through Direct Participants, which
will receive a credit for the Notes on the Depositary's records. The ownership
interest of each actual purchaser of each Note ("Beneficial Owner") is in turn
to be recorded on the Direct and Indirect Participants' records. Beneficial
Owners will not receive written confirmation from the Depositary of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Ownership of beneficial interests in a
Global Security will be shown on, and the transfer of such ownership interests
will be effected only through, records maintained by the Depositary (with
respect to interests of Direct Participants) and on the records of
Participants (with respect to interests of persons held through Participants).
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to own, transfer or pledge beneficial interests in
Global Securities.
So long as the Depositary, or its nominee, is the registered owner of a
Global Security, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of such Global Security and the Notes
represented thereby for all purposes under the Notes and the Indenture. Except
in limited circumstances as described below, Beneficial Owners in a Global
Security will not be entitled to have such Global Security or the Notes
represented thereby registered in their names, will not receive or be entitled
to receive physical delivery of certificates representing the Notes in
exchange therefor and will not be considered the owners or Holders thereof
under the Notes or the Indenture. Accordingly, each Person owning a beneficial
interest in a Global Security must rely on the procedures of the Depositary
and, if such Person is not a Direct Participant, on the procedures of the
Participant through which such Person owns its interest, to exercise any
rights of a Holder under the Indenture. The Company understands that under
existing industry practices, in the event that the Company requests any action
of Holders or that an owner of a beneficial interest in such a Global Security
desires to give or take any action which a Holder is entitled to give or take
under the Indenture, the Depositary would authorize the Participants holding
the relevant beneficial interests to give or take such action, and such
Participants would authorize Beneficial Owners owning through such
Participants to give or take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by the Depositary to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Payment of the principal of, and amounts payable on any interest payment
date with respect to, Notes registered in the name of the Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the Holder of the Global Securities representing such Notes. None of the
Company, the Trustee or any other agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Securities or for supervising or reviewing any records relating to such
beneficial ownership interests. The Company expects that the Depositary, upon
receipt of any payment of principal or amounts payable on any interest payment
date in respect of a Global Security, will credit the accounts of the Direct
Participants with payment in amounts proportionate to their respective
holdings in principal amount of beneficial interest in such Global Security as
shown on the records of the Depositary. The Company also expects that payments
by Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such Participants.
If (x) the Depositary is at any time unwilling or unable to continue as
Depositary or if at any time the Depositary ceases to be a "clearing agency"
registered under the Securities Exchange Act of 1934, as amended, at a time
when the Depositary is required to be so registered in order to act as
Depositary, (y) the Company executes and delivers to the Trustee a Company
Order to the effect that the Global Securities shall be exchangeable or (z) an
Event of Default has occurred and is continuing with respect to the Notes, the
Global Securities will be exchangeable for Notes in definitive form of like
tenor and of an equal aggregate principal amount, in denominations of $1,000
and integral multiples thereof. Such definitive Notes shall be registered in
S-4
<PAGE>
such name or names as the Depositary shall instruct the Trustee. It is
expected that such instructions would be based upon directions received by the
Depositary from Participants with respect to ownership of beneficial interests
in such Global Securities.
UNDERWRITING
Dean Witter Reynolds Inc., Robert W. Baird & Co. Incorporated and A.G.
Edwards & Sons, Inc. have severally agreed, subject to the terms and
conditions of the Underwriting Agreement, to purchase from the Company the
respective principal amounts of Notes set forth opposite their respective
names below.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
------------ -----------
<S> <C>
Dean Witter Reynolds Inc..................................... $32,500,000
Robert W. Baird & Co. Incorporated........................... 16,250,000
A.G. Edwards & Sons, Inc. ................................... 16,250,000
-----------
Total.................................................... $65,000,000
===========
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
thereunder are subject to the approval of certain legal matters by counsel and
to various other conditions. The nature of the Underwriters' obligations is
such that they are committed to purchase all of the Notes offered hereby if
any are purchased.
The Company has been advised by the Underwriters that they propose to offer
the Notes to the public initially at the offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at that price, less
a concession not in excess of 0.40% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of 0.25% of the principal amount of the Notes to certain other dealers.
After the initial offering to the public, the offering price and other selling
terms may be varied by the Underwriters.
The Company has not applied for listing of the Notes on any securities
exchange. The Notes are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they presently
intend to make a market in the Notes offered hereby; however, they are not
obligated to do so and any market-making may be discontinued at any time
without notice. No assurance can be given as to the development or liquidity
of a trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect thereof.
S-5
<PAGE>
$65,000,000
WISCONSIN GAS COMPANY
NOTES
----------------
Wisconsin Gas Company (the "Company") may from time to time offer, in one or
more series, up to $65 million aggregate principal amount of its unsecured
notes or debentures (the "Notes") or, if Notes are issued at an original
issue discount, such higher principal amount as may be sold for an
aggregate initial public offering price of up to $65 million. The Notes
will be offered to the public on terms determined at the time or times
of sale. An accompanying supplement to this Prospectus (the "Prospectus
Supplement") sets forth the specific terms and conditions of the Notes
offered thereby. These terms and conditions may include, but are not
limited to, the title, aggregate principal amount, denominations,
maturity, rate (which may be fixed or variable) and time of
payment of interest, any terms for redemption, any terms for
sinking fund payment(s), any listing on a registered national
securities exchange and the initial public offering price.
The Company may sell the Notes to or through underwriters (which may include
Dean Witter Reynolds Inc., Robert W. Baird & Co. Incorporated and A.G.
Edwards & Sons, Inc.) or dealers, and may also sell the Notes
directly to other purchasers or through agents designated from
time to time by the Company. See "Plan of Distribution." The
names of such underwriters, dealers or agents, any
applicable commissions or discounts and the net proceeds
to the Company from the sale of the Notes are set
forth in the accompanying Prospectus Supplement.
----------------
The issue and sale of the Notes are subject to the prior approval and
authorization of the Public
Service Commission of Wisconsin, which will be obtained prior to the sale of
the Notes.
----------------
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.
----------------
DEAN WITTER REYNOLDS INC.
ROBERT W. BAIRD & CO.
INCORPORATED
A.G. EDWARDS & SONS, INC.
November 6, 1995
<PAGE>
THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") A REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT OF
1933, AS AMENDED, WITH RESPECT TO THE NOTES. THIS PROSPECTUS DOES NOT CONTAIN
ALL OF THE INFORMATION SET FORTH IN SUCH REGISTRATION STATEMENT, CERTAIN PARTS
OF WHICH HAVE BEEN OMITTED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE
COMMISSION. FOR FURTHER INFORMATION, REFERENCE IS MADE TO SUCH REGISTRATION
STATEMENT.
----------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. 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 OR THAT THE INFORMATION IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
The Company................................................................ 3
Use of Proceeds............................................................ 4
Selected Financial Information............................................. 4
Ratios of Earnings to Fixed Charges........................................ 4
Description of the Notes................................................... 5
Plan of Distribution....................................................... 10
Legal Matters.............................................................. 11
Experts.................................................................... 11
</TABLE>
2
<PAGE>
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 and other information with the Commission. Such
reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-7530) pursuant to the Exchange Act are hereby incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1995.
All documents filed subsequently by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Notes shall be deemed to be incorporated in this Prospectus by
reference 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 by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such 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 has been delivered, upon
the written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Robert A. Nuernberg, Vice President-Corporate
Relations and Secretary, Wisconsin Gas Company, 626 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202 (Telephone: (414) 291-7000).
THE COMPANY
The Company is a Wisconsin corporation and a wholly owned subsidiary of
WICOR, Inc. ("WICOR"). The Company is the largest distributor of natural gas
in Wisconsin, where all of its business is conducted. At December 31, 1994,
the Company distributed gas to approximately 495,000 residential, commercial
and industrial customers in 496 communities throughout Wisconsin with an
approximate population of 1,458,000 based on 1994 estimates provided by the
State of Wisconsin. The Company is subject to the jurisdiction of the Public
Service Commission of Wisconsin as to various phases of its operations,
including rates, service and issuance of securities.
The Company's principal executive offices are located at 626 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, and its telephone number is (414) 291-
7000.
3
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be added to
the general funds of the Company and used for general corporate purposes. Net
proceeds from the sale of the Notes may, depending on market conditions, be
used to discharge outstanding debt of the Company. The debt to be discharged,
if any, is described in the applicable Prospectus Supplement.
SELECTED FINANCIAL INFORMATION
Set forth below is selected financial information for the Company as of and
for the twelve months ended September 30, 1995 (unaudited) and for the year
ended December 31, 1994, respectively.
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
--------------------------
SEPTEMBER 30,
1995 DECEMBER 31,
(UNAUDITED) 1994
------------- ------------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Operating Revenues............................. $495,843 $556,587
Operating Income............................... $ 50,191 $ 44,364
Net Income..................................... $ 22,425 $ 18,896
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
1995
(UNAUDITED)
----------------------
(THOUSANDS OF DOLLARS)
<S> <C>
Capitalization:
Long-Term Debt*
First Mortgage Bonds........................... $ 8,000
Notes.......................................... 135,000
--------
143,000
Common Stockholder's Equity...................... 184,605
--------
Total........................................ $327,605
========
</TABLE>
- --------
* Excludes current portion of, and does not reflect unamortized discount and
expense relating to, outstanding long-term debt.
RATIOS OF EARNINGS TO FIXED CHARGES
Set forth below are the ratios of earnings to fixed charges (unaudited) for
the Company for the twelve months ended September 30, 1995 and for the last
five years:
<TABLE>
<CAPTION>
TWELVE MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------
SEPTEMBER 30, 1995 1994 1993 1992 1991 1990
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
3.30 2.89 2.92 2.77 2.96 2.48
</TABLE>
The ratio of earnings to fixed charges for the nine months ended September
30, 1995 was 2.98. For the purpose of computing the ratios of earnings to
fixed charges, earnings have been calculated by adding to income before
interest expense, Federal and state income taxes and the estimated interest
component of rentals. Fixed charges represent interest expense, amortization
of debt discount, premium and expense and the estimated interest component of
rentals.
4
<PAGE>
DESCRIPTION OF THE NOTES
GENERAL
The Notes will be issued under an Indenture, dated as of September 1, 1990
(the "Note Indenture"), between the Company and Firstar Trust Company (the
"Note Trustee"). The Note Indenture does not limit the aggregate principal
amount of notes which may be issued thereunder and provides that notes may be
issued from time to time in one or more series pursuant to the terms of one or
more Officers' Certificates or supplemental indentures creating such series. As
of the date of this Prospectus, there are three series of notes outstanding
under the Note Indenture.
The following statements are a summary only, do not purport to be complete,
and are subject to the detailed provisions of the Note Indenture and any
Officers' Certificates or any supplemental indentures relating thereto (copies
of which have been or will be filed with the Commission) to which reference is
hereby made. This summary incorporates by reference certain sections of the
Note Indenture and is qualified in its entirety by such reference. Terms
defined in the Note Indenture are used in this summary without definition.
TERMS
Reference is made to the applicable Prospectus Supplement relating to the
Notes of any series for the following terms thereof, among others: (i) the
title of the Notes; (ii) any limit on the aggregate principal amount of the
Notes; (iii) the person to whom any interest on the Notes shall be payable if
other than the registered Holder; (iv) the date or dates on which the principal
of the Notes will be payable; (v) the rate or rates (which may be fixed or
variable) per annum or otherwise at which the Notes will bear interest, if any,
or the method by which such rate or rates shall be determined and the dates
from which such interest, if any, will accrue; (vi) the times at which any such
interest will be payable and the Record Dates for such payments of interest;
(vii) the dates, if any, on which and the price or prices at which the Notes
may, pursuant to any mandatory or optional sinking fund or analogous
provision(s), be purchased or redeemed by the Company and other detailed terms
and provisions of any such sinking fund or analogous provision; (viii) the
date, if any, after which and the price or prices at which the Notes may,
pursuant to any optional redemption provision(s), be redeemed at the option of
the Company or of the Holder thereof and other detailed terms and provisions of
any such optional redemption; (ix) the place or places where the principal of
and premium (if any) and interest on the Notes shall be payable; (x) whether
the provisions of the Note Indenture relating to the defeasance of the Notes
will not be applicable to the Notes; (xi) whether any of the Notes are to be
issuable in temporary or, in whole or in part, permanent global form; (xii) any
additional restrictive covenants included for the benefit of Holders of Notes;
(xiii) any additional Events of Default with respect to the Notes; and (xiv)
any other terms of the Notes not inconsistent with the provisions of the Note
Indenture. (Sections 301 and 901)
Unless otherwise indicated in the Prospectus Supplement relating thereto, the
Notes will be issued in fully registered form, without coupons, in
denominations of $1,000 or any multiple of $1,000. At any time and from time to
time the Company may deliver Notes executed by the Company to the Note Trustee
for authentication and, subject to the conditions set forth in the Note
Indenture, the Note Trustee shall authenticate and deliver such Notes as
provided in the Note Indenture. No Note shall be entitled to any benefit under
the Note Indenture or be valid or obligatory for any purpose unless there
appears on such Note a certificate of authentication substantially in the form
provided for in the Note Indenture. All Notes shall be dated the date of their
authentication. (Sections 301 and 303) Unless otherwise indicated in the
Prospectus Supplement relating thereto, principal of and premium (if any) and
interest on the Notes will be payable at an office maintained by the Note
Trustee for such purpose in New York, New York and the Notes will be
exchangeable and transfers thereof will be registerable at the principal
corporate trust office of the Note Trustee in Milwaukee, Wisconsin, provided
that, at the option of the Company, payment of interest may be made by check
mailed to the address of the Person entitled thereto as it appears in the Note
Register. (Sections 202, 305 and 1002) Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations without
service charge, except for any tax or other governmental charge that may be
imposed. (Section 305) Interest on each Note (with limited
5
<PAGE>
exceptions as provided in the Note Indenture) will be paid to the person in
whose name such Note is registered at the close of business on the applicable
Regular Record Date specified in the Note. (Section 307) The Notes of any
series, if so specified with respect to a particular series, may be issued in
permanent global form. See "Permanent Global Notes."
The Notes will be unsecured and will rank equally with the Company's
outstanding unsecured indebtedness. Substantially all of the properties and
franchises of the Company are subject to the lien of an Indenture of Mortgage
and Deed of Trust, dated as of November 1, 1950 (the "First Mortgage
Indenture"), between the Company and Mellon Bank, N.A., Pittsburgh,
Pennsylvania and Theodore Kravits, successor to D. A. Hazlett, as Trustees. As
of the date of this Prospectus, one series of the Company's first mortgage
bonds (the "First Mortgage Bonds") is outstanding under the First Mortgage
Indenture.
Notes may be issued under the Note Indenture as Original Issue Discount Notes
to be offered and sold at a discount from the principal amount thereof. Special
Federal income tax accounting and other considerations applicable to any such
Original Issue Discount Notes and not described in this Prospectus will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Note" means any Note which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and during the continuation thereof. (Section 101)
PERMANENT GLOBAL NOTES
If any Notes of a series are issuable in permanent global form, the
Prospectus Supplement relating thereto will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Note
may exchange such interests for Notes of such series and like tenor of any
authorized form and denomination. Principal of and premium (if any) and
interest on a permanent global Note will be payable in the manner described in
the Prospectus Supplement relating thereto. (Section 203)
RESTRICTIVE COVENANTS
The Note Indenture does not limit the amount of unsecured debt that the
Company can incur. The Note Indenture also does not expressly address the
effect on the Holders of a highly leveraged transaction, however structured. As
discussed below, however, the limitations on the Company's ability to create
liens, to issue additional First Mortgage Bonds and to enter into Sale and
Leaseback Transactions provide some protection to the Holders in such an event.
Limitations on Liens. The Note Indenture provides that, so long as any notes
of any series remain Outstanding thereunder, the Company will not, and will not
permit any Subsidiary to, create or suffer to be created or to exist any
mortgage on, pledge of, or other lien on or security interest in, any of its
properties or assets now owned or hereafter acquired to secure any
indebtedness, without making effective provision whereby such notes shall be
equally and ratably secured; except that this restriction does not apply to or
prevent (i) the First Mortgage Indenture securing the First Mortgage Bonds
issued prior to the date of the Note Indenture, or any indenture supplemental
to the First Mortgage Indenture subjecting any property to the lien thereof or
confirming the lien thereof upon any property, whether owned before or acquired
after the date of the Note Indenture; (ii) mortgages on property existing at
the time of acquisition or construction of such property (or created within one
year after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise (or on the property of a Subsidiary
at the date it became a Subsidiary), or to secure the payment of all or any
part of the purchase price or construction cost thereof including the extension
of any such mortgages to repairs, renewals, replacements, substitutions,
betterments, additions, extensions and improvements then or thereafter made on
the property subject thereto; (iii) any extensions, renewals or replacements
(or successive extensions, renewals or replacements), in whole or in part, of
mortgages permitted by the foregoing clauses (i) and (ii); (iv) the pledge of
any bonds or other securities at any time issued under any of the mortgages
permitted by clauses (i), (ii) and (iii) above; or (v) Permitted Encumbrances.
(Section 1004) "Permitted
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Encumbrances" include, among other items, (a) the pledge or assignment in the
ordinary course of business of gas inventory, accounts receivable or customers'
installment paper, and (b) encumbrances not otherwise permitted if, at the
incurrence of and after giving effect thereto, the aggregate of all obligations
of the Company secured thereby, together with the aggregate net proceeds
received by the Company in respect of certain outstanding Sale and Leaseback
Transactions permitted under the Indenture, does not exceed 10% of Consolidated
Tangible Net Worth. (Section 101)
Limitation on First Mortgage Bonds. The Note Indenture provides that, so long
as any notes of any series remain Outstanding thereunder, the Company will not
issue any additional First Mortgage Bonds under the First Mortgage Indenture or
any indenture supplemental thereto, except in connection with transfers,
exchanges, replacements, substitutions or reissues of First Mortgage Bonds of
any series issued by the Company prior to the date of the Note Indenture.
(Section 1006)
Limitations on Sales and Leasebacks. The Note Indenture provides that, so
long as there are notes of any series Outstanding thereunder, the Company will
not enter into a Sale and Leaseback Transaction for a term (including renewals)
of more than three years with respect to any Principal Property acquired or
placed into service more than 180 days before the effective date of such lease
arrangement unless (i) the lessee would be entitled to incur indebtedness
secured by a mortgage on such Principal Property in a principal amount equal to
the net proceeds received by such lessee in respect of such Sale and Leaseback
Transaction without equally and ratably securing the notes or (ii) the Company
retires, or causes to be retired, within 120 days of the effective date of the
Sale and Leaseback Transaction, Funded Debt which is senior to or on parity
with the notes in an amount equal to the net proceeds received by the Company
with respect to such Sale and Leaseback Transaction. (Section 1005)
MODIFICATION AND WAIVER
The Note Indenture provides that the rights and obligations of the Company
and the rights of Holders of the notes under the Note Indenture may be
substantially modified by the Company and the Note Trustee with the consent of
the Holders of a majority in aggregate principal amount of the Outstanding
notes of each series affected thereby; but no such modification may be made
which would change the fixed maturity or reduce the principal amount of any
note, or reduce the rate or change the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof; or reduce the amount of
principal of an Original Issue Discount Note payable upon acceleration of the
Maturity thereof; or impair the right to institute suit thereon or change any
Place of Payment where, or currency in which, the note or interest thereon is
payable; or reduce the above-stated percentage of notes, the consent of the
Holders of which is required to substantially modify or alter the Note
Indenture; or modify any of the provisions of the Note Indenture dealing with
waiver of past defaults, without the consent of the Holder of each Outstanding
note so affected. (Section 902)
The Holders of a majority in principal amount of the Outstanding notes of
each affected series may on behalf of the Holders of all notes of such series
waive, insofar as such series is concerned, compliance by the Company with
certain restrictive covenants of the Note Indenture. (Section 1009) The Holders
of a majority in principal amount of the Outstanding notes of any series may on
behalf of the Holders of all notes of that series waive any past default under
the Note Indenture with respect to that series of notes, except a default in
the payment of the principal of or premium (if any) or any interest on any note
of that series or in respect of a provision which under the Note Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding note of that series. (Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Nothing in the Note Indenture or in the notes of any series shall prevent the
consolidation or merger of the Company with or into any other Person, or the
merger into the Company of any other Person, or the sale by the Company of its
property and assets substantially as an entirety, or otherwise; provided,
however, that (i) (x) the corporation resulting from such consolidation, (y)
any corporation other than the Company into which such
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merger shall be made, or (z) the corporation to which such property and assets
shall be sold, shall expressly assume the due and punctual payment of the
principal or premium (if any) and interest on all the notes of any series then
outstanding and the performance and observance of all covenants and conditions
of the Note Indenture on the part of the Company to be performed or observed;
(ii) immediately after giving effect to such transaction, no Event of Default,
and no event which, after notice or lapse of time, or both, would become an
Event of Default, shall have happened and be continuing; and (iii) certain
other conditions are met. (Section 801)
CONCERNING THE NOTE TRUSTEE
It is expected that the Note Trustee will act as paying agent with respect to
the Notes. The Company has a borrowing arrangement with an affiliate of the
Note Trustee. In addition, Thomas F. Schrader, a director and the President and
Chief Executive Officer of the Company, is a director of the Note Trustee.
Daniel F. McKeithan, Jr. and Guy A. Osborn, directors of the Company, are
directors of the Note Trustee's parent corporation.
EVENTS OF DEFAULT AND RIGHTS UPON DEFAULT
The Note Indenture provides that the following constitute Events of Default
with respect to the notes of any series:
(a) default in the payment of any interest upon any note of that series
when it becomes due and payable, and continuance of such default for a
period of 30 days;
(b) default in the payment of the principal of (or premium, if any, on)
any note of that series at its Maturity;
(c) default in the payment of any sinking fund payment or similar payment
with respect to the notes of that series when and as payable, and
continuance of such default for a period of 30 days;
(d) default in the performance, or breach, of any covenant or warranty of
the Company in the Note Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in Section 501 of
the Note Indenture specifically dealt with or which has been expressly
included in the Note Indenture solely for the benefit of notes of a series
other than that series), and continuance of such default or breach for a
period of 90 days after notice to the Company by the Note Trustee or to the
Company and the Note Trustee by the holders of at least 25% in principal
amount of the Outstanding notes of that series;
(e) the entry of a decree or order in bankruptcy, receivership or similar
proceedings initiated against the Company, and the continuance of any such
decree or order for a period of 60 consecutive days;
(f) the institution by the Company of, or the consent of the Company to,
the institution of bankruptcy, insolvency or similar proceedings against
the Company; and
(g) any other Event of Default provided with respect to notes of that
series. (Section 501)
The Note Indenture provides that within 90 days after the occurrence of any
default under the Note Indenture which is known to the Note Trustee, the Note
Trustee shall furnish notice of such default to all Holders of all series of
notes affected, unless such default shall have been cured or waived; provided
that, except in the case of a default in the payment of the principal of or
premium (if any) or interest on any note of such series or in the payment of
any sinking fund or similar payment, the Note Trustee may withhold such notice
if and so long as the Note Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of notes of such
series; and provided, further, that in the case of any default in the
performance, or breach, of any covenant or warranty of the Company in the Note
Indenture no such notice to Holders shall be given until at least 60 days after
the occurrence thereof. (Section 602)
If an Event of Default occurs with respect to notes of any series and is
continuing, the Note Trustee or the holders of 25% in principal amount of the
Outstanding notes of that series may declare the principal of all the notes of
that series (or, if the notes of that series are Original Issue Discount Notes,
such portion of the principal amount as may be specified in the terms of that
series) to be immediately due and payable. A majority in
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principal amount of the Outstanding notes of that series may rescind and annul
such declaration if the default has been cured. (Section 502) Reference is made
to the Prospectus Supplement relating to any series or portion of any series of
notes which are Original Issue Discount Notes for the particular provisions
relating to acceleration of the Maturity of a portion of the principal amount
of such Original Issue Discount Notes upon the occurrence of an Event of
Default and the continuation thereof.
If an Event of Default occurs and is continuing, the Note Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of notes by such appropriate judicial proceedings as the Note Trustee
shall deem most effectual. (Section 503)
The Note Indenture provides that the Holders of a majority in principal
amount of the Outstanding notes of all series affected have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Note Trustee or exercising any trust or power conferred on the
Note Trustee. (Section 512) The Note Trustee is not obligated to comply with
any request or direction of Holders of notes pursuant to the Note Indenture
unless it has been offered indemnity against costs and liabilities which it
might incur in complying with such request or direction. (Section 603)
No Holder of any note of any series will have any right to institute any
proceeding with respect to the Note Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Note Trustee written
notice of a continuing Event of Default with respect to notes of that series
and unless also the Holders of at least 25% in principal amount of the
Outstanding notes of that series shall have made written request, and offered
reasonable security or indemnity, to the Note Trustee to institute such
proceeding as trustee, and the Note Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding notes of that
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 90 days. (Section 507) However, the Holder of
any note will have an absolute right to receive payment of the principal of and
premium (if any) and any interest on such note on or after the due dates
expressed in such note and to institute suit for the enforcement of any such
payment. (Section 508)
DEFEASANCE, SATISFACTION AND DISCHARGE PRIOR TO MATURITY OR REDEMPTION
Defeasance of any Series. Unless otherwise provided with respect to any
series of notes, if the Company shall deposit with the Note Trustee, in trust,
at or before maturity or redemption, lawful money or direct obligations of the
United States of America or obligations the principal of and interest on which
are guaranteed by the United States of America in such amounts and maturing at
such times that the proceeds of such obligations to be received upon the
respective maturities and interest payment dates of such obligations will
provide funds sufficient, in the opinion of a nationally-recognized firm of
independent public accountants, to pay when due the principal and premium (if
any) and interest to Maturity or to the Redemption Date, as the case may be,
with respect to any series of Outstanding notes, then the Company may cease to
comply as to such series with the terms of the Note Indenture, including the
restrictive covenants described under "Restrictive Covenants--Limitations on
Liens," "--Limitation on First Mortgage Bonds" and "--Limitation on Sales and
Leasebacks" above and the Events of Default described in clause (d) under
"Events of Default and Rights upon Default" above, except for (1) the Company's
obligation to pay duly and punctually the principal of and premium (if any) and
interest on such series of notes if the notes are not paid from the money or
securities held by the Note Trustee, (2) the Events of Default described in
clauses (a), (b), (c), (e) and (f) under "Events of Default and Rights upon
Default" above, and (3) certain other provisions of the Note Indenture
including, among others, those relating to registration, transfer and exchange,
lost or stolen notes, and maintenance of Place of Payment. Defeasance of notes
of any series is subject to the satisfaction of certain specified conditions,
including, among others, the absence of an Event of Default at the date of the
deposit. (Section 402)
Satisfaction and Discharge of any Series. Upon the deposit of money or
securities contemplated above and the satisfaction of certain conditions, the
Company may also cease to comply with its obligation duly and punctually to pay
the principal of and premium (if any) and interest on a particular series of
notes, or with any Events of Default with respect thereto, and thereafter the
Holders of such series of notes shall be entitled only to
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payment out of the money or securities deposited with the Note Trustee. Such
conditions include, among others, except in certain limited circumstances
involving a deposit made within one year of Maturity or the Redemption Date,
(i) the absence of any Event of Default at the date of deposit or on the 91st
day thereafter, (ii) the delivery to the Note Trustee by the Company of an
opinion of nationally-recognized tax counsel, or receipt by the Company from,
or publication of a ruling by, the Internal Revenue Service, to the effect that
Holders of the notes of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit and discharge and will
be subject to Federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if such deposit and discharge had
not occurred, and (iii) that such satisfaction and discharge will not result in
the delisting of the notes of that series from any nationally-recognized
exchange on which they are listed. (Section 401)
Federal Income Tax Consequences. Under current Federal income tax law, the
deposit and defeasance described above under "Defeasance of any Series" will
not result in a taxable event to any Holder of notes or otherwise affect the
Federal income tax consequences of an investment in the notes of any series.
The Federal income tax treatment of the deposit and discharge described above
under "Satisfaction and Discharge of any Series" is not clear. A deposit and
discharge may be treated as a taxable exchange of such notes for beneficial
interests in the trust consisting of the deposited money or securities. In that
event, a Holder of notes may be required to recognize gain or loss equal to the
difference between the Holder's adjusted basis for the notes and the fair
market value of the Holder's beneficial interest in such trust. Thereafter,
such Holder may be required to include in income a share of the income, gain
and loss of the trust. As described above, it is generally a condition to such
a deposit and discharge to obtain an opinion of tax counsel, or receipt by the
Company from, or publication of a ruling by, the Internal Revenue Service, to
the effect that such deposit and discharge will not alter the Holders' tax
consequences that would have been applicable in the absence of the deposit and
discharge. Purchasers of the Notes should consult their own advisors with
respect to the tax consequences to them of such deposit and discharge,
including the applicability and effect of tax laws other than Federal income
tax law.
STATEMENT AS TO COMPLIANCE WITH PROVISIONS OF NOTE INDENTURE
The Company will deliver to the Note Trustee, within 120 days after the end
of each fiscal year, a written statement that (i) a review of the activities of
the Company during such year and of its performance under the Note Indenture
has been made and (ii) to the best knowledge of the officers signing such
written statement, based on such review, the Company has fulfilled all its
obligations under the Note Indenture throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status thereof. (Section
1007)
PLAN OF DISTRIBUTION
The Company may sell the Notes in one or more of the following ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. The Prospectus
Supplement with respect to the Notes sets forth, among other things, the terms
of the offering of the Notes, including the name or names of the underwriters,
dealers or agents, the purchase price of the Notes and proceeds to the Company
from such sale, any underwriting discounts and other items constituting
underwriters' or agents' compensation and any discounts and commissions allowed
or reallowed or paid to dealers and any registered securities exchanges on
which the Notes may be listed. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
If the Notes are sold to underwriters, the Prospectus Supplement relating
thereto describes the nature of the obligation of the underwriters to purchase
and pay for the Notes. The Notes may be offered to the public either through an
underwriting syndicate represented by Dean Witter Reynolds Inc., Robert W.
Baird & Co. Incorporated and A.G. Edwards & Sons, Inc. as managing
underwriters, or directly by such firms acting as
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underwriters. The underwriter or underwriters with respect to a particular
underwritten offering of the Notes will be named in the Prospectus Supplement
relating to such offering, and if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement,
the obligations of underwriters to purchase the Notes will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all of the Notes if any are purchased.
The Notes may be sold directly by the Company or through agents designated by
the Company from time to time. Any agent involved in the offer or sale of the
Notes in respect of which this Prospectus is delivered will be named, and any
commissions payable by the Company to such agent will be set forth, in the
Prospectus Supplement relating thereto. Unless otherwise indicated in the
Prospectus Supplement, any such agent is acting on a best efforts basis for the
period of its employment.
Underwriters or agents designated by the Company in connection with the
distribution of the Notes may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribution with respect to payments which the
underwriters or agents may be required to make in respect thereof.
In the event that the Notes are not listed on a registered national
securities exchange, certain broker-dealers may make a market in the Notes, but
will not be obligated to do so and may discontinue any market-making at any
time without notice. No assurance can be given that any broker-dealer will make
a market in the Notes or as to the liquidity of the trading market for the
Notes, whether or not the Notes are listed on a registered national securities
exchange. The Prospectus Supplement with respect to the Notes states, if known,
whether or not any broker-dealer intends to make a market in the Notes. If no
such determination has been made, the Prospectus Supplement so states.
LEGAL MATTERS
Legal matters with respect to the Notes will be passed upon for the Company
by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters will be passed
upon for the underwriters, dealers, purchasers or agents by Vedder, Price,
Kaufman & Kammholz, Chicago, Illinois. Jere D. McGaffey, a partner of Foley &
Lardner, is a director of the Company and its parent WICOR. As of September 30,
1995, Foley & Lardner attorneys who participated in the preparation of this
Prospectus, including Mr. McGaffey, beneficially owned an aggregate of 9,045
shares of WICOR common stock.
EXPERTS
The financial statements included in the Company's Annual Report on Form 10-
K, for the year ended December 31, 1994, 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 report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in auditing and accounting in giving such reports.
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WISCONSIN GAS
COMPANY
$65,000,000
6 3/8% NOTES DUE 2005
PROSPECTUS SUPPLEMENT
DEAN WITTER REYNOLDS INC.
ROBERT W. BAIRD & CO.
INCORPORATED
A.G. EDWARDS & SONS, INC.
NOVEMBER 7, 1995
