As filed with the Securities and Exchange Commission on January 8, 1999
Reg. No. 333-68783
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wisconsin Gas Company
(Exact name of registrant as specified in its charter)
Wisconsin 39-0476515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 385-7000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
Joseph P. Wenzler
Senior Vice President and
Chief Financial Officer
Wisconsin Gas Company
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 385-7000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
with a copy to:
Jere D. McGaffey, Esq.
Jay O. Rothman, Esq. Wilbur C. Delp, Jr., Esq.
Foley & Lardner Sidley & Austin
777 East Wisconsin Avenue One First National Plaza
Milwaukee, Wisconsin 53202 Chicago, Illinois 60603
-----------------
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
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. |_|
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) under 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. |_|
-----------------
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS SUPPLEMENT Issued January , 1999 (Subject to Completion)
(To Prospectus dated January , 1999)
$50,000,000
Wisconsin Gas Company
% Notes due 2009
----------------------
Interest payable on January and July
----------------------
The Company may, at any time, redeem the notes, in whole or in part, at
the redemption prices described herein.
----------------------
PRICE ___% AND ACCRUED INTEREST, IF ANY
---------------------
Underwriting
Price Discounts and Proceeds to
to Public Commissions Company
---------------- -------------------- ------------------
Per Note..... % % %
Total........ $ $ $
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the notes to purchasers on
January , 1999.
----------------------
MORGAN STANLEY DEAN WITTER
ROBERT W. BAIRD & CO.
INCORPORATED
A.G. EDWARDS & SONS, INC.
January , 1999
<PAGE>
You should rely only on the information contained, or incorporated by
reference in, this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus supplement and the accompanying prospectus. We are
offering to sell the Notes and seeking offers to buy the Notes only in
jurisdictions where offers and sales are permitted. The information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus is accurate only as of the dates of this prospectus supplement and
the accompanying prospectus, regardless of the time of delivery of this
prospectus supplement and the accompanying prospectus or any sale of the Notes.
In this prospectus supplement and the accompanying prospectus, the "Company,"
"we," "us" and "our" refer to Wisconsin Gas Company.
----------------------
TABLE OF CONTENTS
Prospectus Supplement
Page
Forward Looking Statements................................................ S-3
Use of Proceeds........................................................... S-3
Description of the Notes.................................................. S-4
Underwriting.............................................................. S-8
Prospectus
Where You Can Find More Information....................................... 3
The Company............................................................... 4
Use of Proceeds........................................................... 4
Ratios to Earnings to Fixed Charges....................................... 4
Description of the Notes.................................................. 5
Plan of Distribution...................................................... 14
Legal Matters............................................................. 15
Experts................................................................... 15
----------------------
S-2
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements made in this prospectus supplement, the accompanying
prospectus or in the documents incorporated by reference in this prospectus
supplement or the prospectus that are not statements of historical fact are
forward-looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from current
expectations. These factors include but are not limited to the risks and
uncertainties listed below. All of these factors are difficult to predict and
generally are beyond management's control.
o The impact of warmer- or colder-than-normal weather on the
energy business;
o Economic conditions, including the availability of individual
discretionary income and changes in interest rates;
o Changes in natural gas prices and supply availability;
o Increased competition in deregulated energy markets;
o The pace and extent of energy industry deregulation;
o Regulatory, governmental and judicial decisions;
o Increases in costs to clean up environmental contamination;
o Our ability to increase rates;
o Market demand for our products and services; and
o Unanticipated expenses or outcomes associated with year 2000
date conversion.
USE OF PROCEEDS
The net proceeds from the sale of the Notes (estimated to be $ , after
deduction of underwriting discounts and commissions and expenses payable by the
Company) will be used to repay commercial paper borrowings used to retire at
maturity the entire $40,000,000 aggregate principal amount of our 7 1/2% Notes
due 1998. The 7 1/2% Notes were retired on November 16, 1998. As of January
_____, 1999, the average weighted interest rate on the short-term debt to be
repaid was ____%. The remainder of the net proceeds will be used for working
capital and other general corporate purposes. Pending the application of the net
proceeds, we expect to invest such proceeds in short-term interest-bearing
instruments or other investment-grade securities.
S-3
<PAGE>
DESCRIPTION OF THE NOTES
This description of the particular terms of the Notes supplements and
should be read in conjunction with the statements under "Description of the
Notes" in the accompanying prospectus. Additionally, the statements regarding
certain provisions of the Notes and the indenture under which the Notes will be
issued are summaries and do not purport to be complete.
General
The Notes will be issued under an indenture, dated as of September 1,
1990, between us and Firstar Bank Milwaukee, N.A., as trustee.
The Notes will be unsecured obligations and will mature on January __,
2009. The Notes will bear interest at the rate of ___ % per annum. Interest on
the Notes will accrue from January ___, 1999 or from the most recent date to
which interest has been paid or duly provided for. Interest on the Notes will be
payable semi-annually on January __ and July __ of each year, commencing on July
__, 1999. 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
January __ or July __, as the case may be, immediately preceding an interest
payment date. Interest on the Notes will be computed on the basis of a 360-day
year of twelve 30-day months. The Notes are not entitled to the benefit of any
sinking fund. Principal of and interest on the Notes will be payable in
Milwaukee, Wisconsin.
If any interest payment date, redemption date or maturity date of the
Notes is not a business day in Milwaukee, Wisconsin, then the payment of
principal, premium, if any, and interest may not be made on such date but may
instead be made on the next business day. No interest will accrue on any amount
payable on an interest payment date, redemption date or maturity date after such
interest payment date, redemption date or maturity date, as the case may be.
Redemption At The Option Of The Company
The Notes will be redeemable, in whole or in part, at our option, on
any date at a redemption price equal to the greater of (a) 100% of the principal
amount of the Notes to be redeemed or (b) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes (exclusive
of interest accrued to such redemption date) discounted to such redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus __ basis points, plus accrued and unpaid
interest on the principal amount being redeemed to such redemption date;
provided, however, that installments of interest on Notes that are due and
payable on an interest payment date falling on or prior to the relevant
redemption date will be payable to the holders of such Notes, registered as such
at the close of business on the relevant record date according to their terms
and the provisions of the indenture.
"Treasury Rate" means, with respect to any redemption date for the
Notes, (a) the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published
S-4
<PAGE>
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding to the nearest month) or (b) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by
the trustee after consultation with us.
"Comparable Treasury Price" means, with respect to any redemption date,
(a) the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (1) Morgan Stanley & Co. Incorporated
and its respective successors; provided however, that if Morgan Stanley & Co.
Incorporated shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), we will substitute another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by us.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.
We will mail notice of any redemption at least 30 days but not more
than 60 days before any redemption date to each holder of Notes to be redeemed.
If we choose to redeem less than all the Notes, the trustee will select, in such
manner as it deems fair and appropriate, the Notes of such series to be redeemed
in whole or in part.
Unless we default in payment of the redemption price, on and after any
redemption date interest will cease to accrue on the Notes or portion thereof
called for redemption.
S-5
<PAGE>
Permanent Global Securities
The Notes will be represented by one or more global securities
registered in the name of The Depository Trust Company, as Depositary (the
"Depositary"), or a nominee (we will refer to the Notes represented by such
global note security as a "book-entry note security"). Each global note security
representing book-entry note securities will be deposited with, or on behalf of,
the Depositary, and registered in the name of the Depositary or a nominee of the
Depositary.
The Depositary has indicated it intends to follow the following
procedures with respect to book-entry note securities.
Ownership of beneficial interests in book-entry note securities will be
limited to persons that have accounts with the Depositary for the related global
note security ("participants") or persons that may hold interests through
participants. Upon the issuance of a global note security, the Depositary will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the book-entry note securities
represented by such global note security beneficially owned by such
participants. The accounts to be credited will be designated by any dealers,
underwriters or agents participating in the distribution of the book-entry note
securities. Ownership of book-entry note securities will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by the Depositary for the related global note security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. These laws may impair the ability to own,
transfer or pledge beneficial interests in book-entry note securities.
So long as the Depositary for a global note security, or its nominee,
is the registered owner of that global note security, the Depositary or its
nominee, as the case may be, will be considered the sole owner or holder of the
book-entry note securities represented by such global note security for all
purposes under the indenture. Except as described below, beneficial owners of
book-entry note securities will not be entitled to receive physical delivery of
a certificate in definitive form representing Notes and will not be considered
the owners or holders of Notes under the indenture. Accordingly, each person
beneficially owning book-entry note securities must rely on the procedures of
the Depositary for the related global note security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture. We
understand, however, that under existing industry practice, the Depositary will
authorize the persons on whose behalf it holds a global note security to
exercise certain rights of holders of Notes.
We will make payments of principal of, and premium and interest on
book-entry note securities to the Depositary or its nominee, as the case may be,
as the registered holder of the related global note security. (Section 307)
Wisconsin Gas Company, the trustee and any other agent of ours or agent of the
trustee will not have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a global note security or for maintaining, supervising or reviewing
any records relating to beneficial ownership interests.
We expect that the Depositary, upon receipt of any payment of principal
of, or premium or interest on, a global note security, will immediately credit
participants' accounts with payments in amounts proportionate to the respective
amounts of book-entry note securities held by each participant
S-6
<PAGE>
as shown on the records of such Depositary. We also expect that payments by
participants to owners of beneficial interests in book-entry note securities
held through those participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of those participants.
We will issue certificated Notes in exchange for each global note
security if the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a registered clearing agency and a successor
Depositary registered as a clearing agency is not appointed. In addition, we may
at any time and in our sole discretion determine not to have the book-entry note
securities of the Notes represented by one or more global note securities and,
in that event, will issue certificated Notes in exchange for the global note
securities of the Notes. Global note securities will also be exchangeable by the
holders for certificated Notes if an event of default with respect to the
book-entry note securities represented by those global Notes has occurred and is
continuing. Any certificated Notes issued in exchange for a global note security
will be registered in such name or names as the Depositary shall instruct the
trustee. We expect that such instructions will be based upon directions received
by the Depositary from participants with respect to ownership of book-entry
Notes relating to such global note security.
The Depositary has further advised us that the Depositary's management
is aware that some computer applications, systems, and the like for processing
data that are dependent upon calendar dates, including dates before, on, and
after January 1, 2000, may encounter "Year 2000 problems." The Depositary has
informed its participants and other members of the financial community that it
has developed and is implementing a program so that its systems, as the same
relate to the timely payment of distributions (including principal and interest
payments) to securityholders, book-entry deliveries, and settlement of trades
within the Depositary, continue to function appropriately. This program includes
a technical assessment and a remediation plan, each of which is complete.
Additionally, the Depositary's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
However, the Depositary's ability to perform properly its services is
also dependent upon other parties, including but not limited to issuers and
their agents, as well as third party vendors from whom the Depositary licenses
software and hardware, and third party vendors on whom the Depositary relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. The Depositary has informed
its participants and other members of the financial community that it is
contacting (and will continue to contact) third party vendors from whom the
Depositary acquires services to: (1) impress upon them the importance of such
services being Year 2000 compliant; and (2) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, the Depositary is in the process of developing such
contingency plans as it deems appropriate.
We have obtained the foregoing information concerning the Depositary
and the Depositary's book-entry system from sources we believe to be reliable,
but we take no responsibility for the accuracy of this information.
S-7
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an
underwriting agreement dated the date hereof (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters") have severally agreed to purchase,
and we have agreed to sell to them, the respective principal amount of Notes set
forth opposite their respective names below.
Principal
Name Amount of Notes
---- --------------------
Morgan Stanley & Co. Incorporated................... $
Robert W. Baird & Co. Incorporated..................
A.G. Edwards & Sons, Inc............................ ____________
Total...................................... $50,000,000
===========
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to, among
other things, the approval of certain legal matters by their counsel and certain
other conditions. The Underwriters are obligated to take and pay for all the
Notes if any are taken.
The Underwriters propose initially to offer part of the Notes to the
public at the public offering price set forth on the cover page hereof and in
part to certain dealers at prices that represent a concession not in excess of %
of the principal amount of the Notes. Any Underwriter may allow, and such
dealers may reallow, a concession not in excess of % of the principal amount of
the Notes to certain other dealers. After the initial offering of the Notes, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
We do not intend to apply for listing of the Notes on a national
securities exchange, but have been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market making may be discontinued at the sole
discretion of the Underwriters. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the Notes.
In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes. Specifically, the Underwriters may over-allot in connection with this
offering, creating short positions in the Notes for their own account. In
addition, to cover over-allotments or to stabilize the price of the Notes, the
Underwriters may bid for, and purchase, Notes in the open market. Finally, the
Underwriters may reclaim selling concessions allowed to an underwriter or dealer
for distributing Notes in this offering, if the Underwriters repurchase
previously distributed Notes in transactions that cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Notes above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.
We have agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
S-8
<PAGE>
The Underwriters or their affiliates have provided and may in the
future continue to provide investment banking and other financial services to us
in the ordinary course of business for which they have received and will receive
customary compensation.
S-9
<PAGE>
PROSPECTUS
$50,000,000
Wisconsin Gas Company
Notes
-----------
Wisconsin Gas Company may offer from time to time unsecured notes. The specific
terms of any notes offered will be included in a supplement to this prospectus.
The prospectus supplement will also describe the manner in which the notes will
be offered.
-------------
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
-------------
MORGAN STANLEY DEAN WITTER
ROBERT W. BAIRD & CO.
INCORPORATED
A.G. EDWARDS & SONS, INC.
January , 1999
<PAGE>
You should rely only on the information contained or incorporated by
reference in this prospectus and the accompanying prospectus supplement. We have
not authorized anyone to provide you with information different from that
contained in this prospectus and the accompanying prospectus supplement. We are
offering to sell the notes and seeking offers to buy the notes only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus and the accompanying prospectus supplement is accurate only as
of the dates of this prospectus and the accompanying prospectus supplement,
regardless of the time of delivery of this prospectus and the accompanying
prospectus supplement or any sale of the notes. In this prospectus and the
accompanying prospectus supplement, the "Company," "we," "us" and "our" refer to
Wisconsin Gas Company.
------------------------
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION............................................3
THE COMPANY....................................................................4
USE OF PROCEEDS................................................................4
RATIOS OF EARNINGS TO FIXED CHARGES............................................4
DESCRIPTION OF THE NOTES.......................................................5
PLAN OF DISTRIBUTION..........................................................14
LEGAL MATTERS.................................................................15
EXPERTS.......................................................................15
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information that we file with the Commission at the
Commission's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the Commission at 1- 800-SEC-0330 for further
information on the public reference rooms. Our Commission filings are also
available to the public from commercial document retrieval services and on the
Internet world wide web site maintained by the Commission at
"http://www.sec.gov".
We have filed with the Commission a registration statement on Form S-3
under the Securities Act of 1933 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.
The Commission allows us to "incorporate by reference" the information
we file with them, which means we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. The most recent information that we file with
the Commission automatically updates and supersedes any older information. We
incorporate by reference the following documents we have filed or may file with
the Commission pursuant to Section 13 of the Securities Exchange Act of 1934:
o Our Annual Report on Form 10-K for the year ended December 31,
1997; and
o Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998; and
o All documents filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date
of this prospectus, until all of the notes being offered by
this prospectus are sold.
You may request a copy of any or all of the information that has been
incorporated by reference in this prospectus but not delivered with this
prospectus at no charge to you. If you would like to obtain this information
from us, please direct your request, either in writing or by telephone to Robert
A. Nuernberg at Wisconsin Gas Company, 626 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202 (Telephone: (414) 385-7000).
-3-
<PAGE>
THE COMPANY
Wisconsin Gas Company is a Wisconsin corporation and a wholly-owned
subsidiary of WICOR, Inc. We are the largest distributor of natural gas in
Wisconsin, and conduct all of our business in Wisconsin. At December 31, 1997,
we distributed gas to approximately 521,000 residential, commercial and
industrial customers in 521 communities throughout Wisconsin with an approximate
population of 2,000,000 based on 1997 estimates provided by the State of
Wisconsin. We are subject to the jurisdiction of the Public Service Commission
of Wisconsin as to various phases of our operations, including rates, service
and the issuance of securities.
Our principal executive offices are located at 626 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, and our telephone number is (414) 385-7000.
Wisconsin Gas Company's parent, WICOR, Inc., is a diversified holding
company with two principal business groups. WICOR's Energy Group is engaged in
natural gas distribution and related services, and WICOR's Manufacturing Group
is engaged in the manufacture of pumps and processing equipment used to pump,
control, transfer, hold and filter water and other fluids. WICOR has no
obligation with respect to and is not a guarantor of the notes.
USE OF PROCEEDS
The net proceeds from the sale of the notes will be added to our
general funds and used for general corporate purposes. Net proceeds from the
sale of the notes may also, depending on market conditions, be used to discharge
a portion of our outstanding debt. The debt to be discharged, if any, is
described in the applicable prospectus supplement.
RATIOS OF EARNINGS TO FIXED CHARGES
Set forth below are the ratios of earnings to fixed charges (unaudited)
for Wisconsin Gas Company for the twelve months ended September 30, 1998 and for
the last five years:
Twelve Months
Ended Year Ended December 31,
September 30, 1998 -------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
3.67 4.54 4.90 3.96 2.89 2.92
The ratio of earnings to fixed charges for the nine months ended
September 30, 1998 was 2.77. 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.
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<PAGE>
DESCRIPTION OF THE NOTES
This prospectus describes certain general terms and provisions of the
notes. When we offer to sell a particular series of notes, we will describe the
specific terms of the series in a supplement that will accompany this
prospectus. We will also indicate in the prospectus supplement whether the
general terms and provisions described in this prospectus apply to a particular
series of notes.
We may offer under this prospectus up to $50,000,000 aggregate
principal amount of notes, or if notes are issued at a discount, such principal
amount as may be sold for an initial public offering price of up to $50,000,000.
Unless otherwise specified in a supplement to this prospectus, the notes will be
our direct, unsecured obligations and will rank equally with all of our other
unsecured and unsubordinated indebtedness.
The notes will be issued under an indenture, dated September 1, 1990,
between us and Firstar Bank Milwaukee, N.A., as trustee. There is no limit on
the aggregate principal amount of notes that may be issued under the indenture.
The indenture 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 the series. As of the date of this prospectus,
there are two series of notes with an aggregate principal amount of $110,000,000
outstanding under the indenture.
We have summarized selected portions of the indenture below. The
summary is not complete. The form of the indenture has been incorporated by
reference as an exhibit to the registration statement and you should read the
indenture for provisions that may be important to you. In the summary below, we
have included references to the section numbers of the indenture so that you can
easily locate these provisions. Capitalized terms used in the summary have the
meaning specified in the indenture.
General
The terms of each series of notes will be established by or pursuant to
a resolution of our Board of Directors and set forth or determined in the manner
provided in an officers' certificate or by a supplemental indenture. (Section
301) The particular terms of each series of notes will be described in a
prospectus supplement relating to such series (including any pricing
supplement).
We can issue an unlimited amount of notes under the indenture that may
be in one or more series with the same or various maturities, at par, at a
premium, or at a discount. We will set forth in a prospectus supplement
(including any pricing supplement) relating to any series of notes being
offered, the initial offering price, the aggregate principal amount and the
following terms of the notes:
o the title of the notes;
o any limit on the aggregate principal amount of the notes of
the series;
o the person to whom interest on the notes of the series will be
payable if other than the registered holder;
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o the date or dates on which we will pay the principal on the
notes of the series;
o the rate or rates (which may be fixed or variable) per annum
(or the method used to determine the rate or rates) at which
the notes of the series will bear interest, the date or dates
from which interest will accrue, the date or dates on which
interest will commence and be payable and any regular record
date for the interest payable on any interest payment date (or
the method for establishing such date or dates);
o the place or places where principal of (and premium, if any)
and interest on the notes of the series will be payable;
o the terms and conditions upon which we may redeem the notes of
the series;
o any obligation we have to redeem or purchase the notes of the
series pursuant to any sinking fund or analogous provisions or
at the option of a holder of the notes of the series;
o the dates on which and the price or prices at which we will
repurchase notes of the series at the option of the holders of
notes of the series and other detailed terms and provisions of
these repurchase obligations;
o the denominations in which the notes of the series will be
issued, if other than denominations of $1,000 and any integral
multiple thereof;
o the portion of principal amount of the notes of the series
payable upon declaration of acceleration of the maturity date,
if other than the principal amount;
o the currency of denomination of the notes of the series;
o if payments of principal of (and premium, if any) or interest
on the notes of the series are to be payable, at our election
or a holder's election, in one or more currencies or currency
units other than that or those in which the notes of the
series are denominated, the period or periods within which,
and the terms and conditions upon which, the election may be
made;
o the manner in which the amounts of payment of principal of
(and premium, if any) or interest on the notes of the series
will be determined, if these amounts may be determined by
reference to an index;
o the manner in which a temporary global note representing all
the notes of the series will be issued and subsequently
exchanged for definitive notes of the series;
o whether the notes of the series will be issued in the form of
certificated note securities or global note securities; and
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o any other terms of the notes of the series which terms may not
be inconsistent with, modify or delete any provisions of the
indenture. (Sections 301 and 901)
We may issue notes that provide for an amount less than their stated
principal amount to be due and payable upon declaration of acceleration of their
maturity pursuant to the terms of the indenture. We will provide you with
information on the federal income tax considerations and other special
considerations applicable to any of these notes in the applicable prospectus
supplement.
If we denominate the purchase price of any of the notes in a foreign
currency or currencies or a foreign currency unit or units, or if the principal
of (and premium, if any) and interest on any series of notes is payable in a
foreign currency or currencies or a foreign currency unit or units, we will
provide you with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect to that issue
of notes and such foreign currency or currencies or foreign currency unit or
units in the applicable prospectus supplement.
Unless otherwise indicated in the prospectus supplement, 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 we may deliver
executed notes to the trustee for authentication and, subject to the conditions
set forth in the indenture, the trustee shall authenticate and deliver such
notes as provided in the indenture. No note shall be entitled to any benefit
under the 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 indenture. All notes will be dated the date of their
authentication. (Sections 301 and 303)
Unless otherwise indicated in the prospectus supplement, principal of
(and premium, if any) and interest on the notes will be payable at an office
maintained by the 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 trustee in Milwaukee, Wisconsin, provided that, at
our option, 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 an equal 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 exceptions as provided in the indenture) will be paid to the
person in whose name such note is registered at the close of business on the
applicable 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.
The notes will be unsecured and unsubordinated obligations and will
rank as to priority of payment equally with all of our other unsecured and
unsubordinated indebtedness. Substantially all of our properties and franchises
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 us and Chase
Manhattan Trust Company and Theodore Kravits, as trustees. As of the date of
this prospectus, one series of first mortgage bonds (the "First Mortgage Bonds")
is outstanding under the First Mortgage Indenture. The final principal payment
on the outstanding series of First Mortgage Bonds is due on February 15, 1999.
We anticipate terminating the First Mortgage Indenture and
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obtaining a release of the lien against our properties and franchises as soon as
practicable after the repayment at maturity of the First Mortgage Bonds on
February 15, 1999.
The notes may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Certain federal income tax consequences and
special considerations applicable to any such notes will be described in the
applicable prospectus supplement. (Section 101)
Permanent Global Notes
If any notes of a series are issuable in permanent global form, the
applicable prospectus supplement 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. 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 to such global note. (Section
203)
Restrictive Covenants
The indenture does not limit the amount of unsecured debt that we can
incur. The indenture also does not expressly address the effect of a highly
leveraged transaction, however structured, on the holders of notes. As discussed
below, however, the limitations on our ability to create liens, to issue
additional First Mortgage Bonds and to enter into sale and leaseback
transactions provide some protection to note holders in such an event.
Limitations on Liens. So long as the notes of any series remain
outstanding, we will not, and will not permit any subsidiary to, create any
mortgage on, pledge of, or other lien on or security interest in, any of our
properties or assets to secure any indebtedness, unless we also make all of the
notes of that series equally and ratably secured, except for the following:
o the First Mortgage Indenture securing the First Mortgage
Bonds;
o 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 of such property, including the
extension of any such mortgages to repairs, renewals,
replacements, substitutions, additions and improvements made
on such property;
o any extensions, renewals or replacements (or successive
extensions, renewals or replacements), in whole or in part, of
mortgages otherwise permitted by the indenture;
o the pledge of any bonds or other securities at any time issued
under any of the mortgages otherwise permitted by the
indenture; or
o certain permitted encumbrances under the indenture. (Section
1004)
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Permitted encumbrances under the indenture include (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 the aggregate of all of our obligations secured by such
encumbrances, together with the aggregate net proceeds received by us in respect
of certain outstanding sale and leaseback transactions permitted under the
indenture, does not exceed 10% of our consolidated tangible net worth. (Section
101)
Limitation on First Mortgage Bonds. So long as any notes of any series
remain outstanding, we will not issue any additional First Mortgage Bonds under
the First Mortgage Indenture, except in connection with transfers, exchanges,
replacements, substitutions or reissues of First Mortgage Bonds of any series
that are already outstanding. (Section 1006)
Limitations on Sales and Leasebacks. So long as there are notes of any
series outstanding, we 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:
o we would be entitled to incur indebtedness secured by a
mortgage on such principal property in a principal amount
equal to the net proceeds we received in respect of such sale
and leaseback transaction without equally and ratably securing
the notes; or
o we retire, or cause 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 we received with respect to
such sale and leaseback transaction. (Section 1005)
Modification and Waiver
We and the trustee may modify and amend the indenture with the consent
of the holders of at least a majority in principal amount of the outstanding
notes of each series affected by the modifications or amendments. However, we
and the trustee may not make any modification or amendment without the consent
of the holders of each affected note then outstanding if that amendment will:
o change the fixed maturity or reduce the principal amount of
any note;
o reduce the rate or change the time of payment of interest on
any note, or reduce any premium payable upon redemption of any
note;
o reduce the amount of principal of an original issue discount
note payable upon acceleration of the maturity of such note;
o impair the right to institute suit on the note or change any
place of payment where, or currency in which, the note or
interest on the note is payable; or
o reduce the amount of debt securities whose holders must
consent to an amendment or waiver. (Section 902)
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Except for certain specified provisions, the holders of at least 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 our compliance with
certain restrictive covenants of the 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 the notes of such series waive any past default
under the indenture with respect to that series and its consequences, except a
default in the payment of the principal of (and premium, if any) or any interest
on any note of that series or in respect of a covenant or provision which cannot
be modified or amended without the consent of the holder of each outstanding
note of the series affected; provided, however, that the holders of a majority
in principal amount of the outstanding notes of any series may rescind an
acceleration and its consequences, including any related payment default that
resulted from the acceleration. (Section 513)
Consolidation, Merger and Sale of Assets
We may consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of our properties and assets to, any person (a
"successor person") provided:
o we are the surviving corporation, or the successor person (if
other than Wisconsin Gas Company) is a corporation organized
and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes our obligations on the
notes and under the indenture;
o immediately after giving effect to the 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 occurred
and be continuing under the indenture; and
o certain other conditions are met. (Section 801)
Events of Default
"Event of Default" means with respect to any series of notes any of the
following:
o default in the payment of any interest upon any note of that
series when it becomes due and payable, and continuance of
that default for a period of 30 days;
o default in the payment of principal of (or premium if any on)
any note of the series when due and payable;
o default in the payment of any sinking fund payment or similar
payment with respect to the notes of that series, when and as
due in respect of any note of that series and continuance of
such default for a period of 30 days;
o default in the performance or breach of any other covenant or
warranty by us in the indenture (other than a covenant or
warranty that has been included in the indenture solely for
the benefit of a series of notes other than that series),
which default continues uncured for a period of 90 days after
we receive written notice from the trustee or we and the
trustee receive written notice
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from the holders of not less than 25% in principal amount of
the outstanding notes of that series as provided in the
indenture;
o certain events of bankruptcy, insolvency or reorganization;
and
o any other Event of Default provided with respect to notes of
that series. (Section 501)
No Event of Default with respect to a particular series of notes
(except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an Event of Default with respect to any other series of
notes. The occurrence of an Event of Default may constitute an event of default
under our bank credit agreements in existence from time to time. In addition,
the occurrence of certain Events of Default or an acceleration under the
indenture may constitute an event of default under certain of our other
indebtedness outstanding from time to time.
If an Event of Default with respect to notes of any series at the time
outstanding occurs and is continuing (except as to certain events of bankruptcy,
insolvency or reorganization), then the trustee or the holders of not less than
25% in principal amount of the outstanding notes of that series may, by a notice
in writing to us (and to the trustee if given by the holders), declare to be due
and payable immediately the principal (or, if the notes of that series are
original issue discount notes, that portion of the principal amount as may be
specified in the terms of that series) of and accrued and unpaid interest, if
any, on all notes of that series. In the case of an Event of Default resulting
from certain events of bankruptcy, insolvency or reorganization, the principal
(or such specified amount) of and accrued and unpaid interest, if any, on all
outstanding notes will become and be immediately due and payable without any
declaration or other act on the part of the trustee or any holder of outstanding
notes. At any time after a declaration of acceleration with respect to notes of
any series has been made, but before a judgment or decree for payment of the
money due has been obtained by the trustee, the holders of a majority in
principal amount of the outstanding notes of that series may rescind and annul
the acceleration if all Events of Default, other than the non-payment of
accelerated principal and interest, if any, with respect to notes of that
series, have been cured or waived as provided in the indenture. (Section 502)
For information as to waiver of defaults see the discussion set forth under
"--Modification and Waiver." We refer you to the prospectus supplement relating
to any series of notes that are original issue discount notes for the particular
provisions relating to acceleration of a portion of the principal amount of such
original issue discount notes upon the occurrence of an Event of Default.
The indenture provides that the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of outstanding notes, unless the trustee receives indemnity satisfactory
to it against any loss, liability or expense. (Section 603) Subject to certain
rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series. (Section 512)
No holder of any note of any series will have any right to institute
any proceeding, judicial or otherwise, with respect to the indenture or for the
appointment of a receiver or trustee, or for any remedy under the indenture,
unless:
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o that holder has previously given to the trustee written notice
of a continuing Event of Default with respect to notes of that
series; and
o the holders of at least a majority in principal amount of the
outstanding debt securities of that series have made written
request and offered reasonable indemnity, to the trustee to
institute the proceeding as trustee, and the trustee has not
received from the holders of not less than 25% in principal
amount of the outstanding notes of that series a direction
inconsistent with that request and has failed to institute the
proceeding within 90 days. (Section 507)
Notwithstanding the foregoing, the holder of any note will have an
absolute and unconditional right to receive payment of the principal of, premium
and any interest on that note on or after the due dates expressed in that note
and to institute suit for the enforcement of payment. (Section 507)
The indenture requires us, within 120 days after the end of our fiscal
year, to furnish to the trustee a statement as to compliance with the indenture.
(Section 1007) The indenture provides that the trustee may withhold notice to
the holders of notes of any series of any Event of Default (except in payment on
any notes of that series) with respect to notes of that series if it in good
faith determines that withholding notice is in the interest of the holders of
those notes. (Section 602)
Concerning the Trustee
It is expected that the trustee will act as paying agent with respect
to the notes. We have a borrowing arrangement with the trustee.
Defeasance of Notes and Certain Covenants in Certain Circumstances
Legal Defeasance. The indenture provides that, unless otherwise
provided by the terms of the applicable series of notes, we may be discharged
from any and all obligations in respect of the notes of any series (except for
certain obligations to register the transfer or exchange of notes of such
series, to replace stolen, lost or mutilated notes of such series, and to
maintain paying agencies and certain provisions relating to the treatment of
funds held by paying agents). We will be so discharged upon the deposit with the
trustee, in trust, of money and/or U.S. Government Obligations that, through the
payment of interest and principal in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay and discharge each installment of
principal of (and premium, if any) and interest on and any mandatory sinking
fund payments in respect of the notes of the series on the stated maturity of
those payments in accordance with the terms of the indenture and those notes.
This discharge may occur only if, among other things, we have delivered
to the trustee an opinion of counsel stating that we have received from, or
there has been published by, the United States Internal Revenue Service a ruling
or, since the date of execution of the indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the
notes of that series will not recognize income, gain or loss for United States
federal income tax purposes as a result of the deposit, defeasance and discharge
and will be subject to United States federal income tax on the same
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amounts and in the same manner and at the same times as would have been the case
if the deposit, defeasance and discharge had not occurred. (Section 401)
Defeasance of Certain Covenants. The indenture provides that, unless
otherwise provided by the terms of the applicable series of notes, upon
compliance with certain conditions:
o we may omit to comply with the covenants described under the
heading "Restrictive Covenants," "Consolidation, Merger and
Sale of Assets" and certain other covenants set forth in the
indenture, as well as any additional covenants which may be
set forth in the applicable prospectus supplement; and
o any omission to comply with those covenants will not
constitute an Event of Default with respect to the notes of
that series ("covenant defeasance").
The conditions include:
o depositing with the trustee money and/or U.S. Government
Obligations that, through the payment of interest and
principal in accordance with their terms, will provide money
in an amount sufficient in the opinion of a nationally
recognized firm of independent public accounts to pay and
discharge each installment of principal of (and premium, if
any) and interest on and any mandatory sinking fund payments
in respect of the notes of that series on the stated maturity
of those payments in accordance with the terms of the
indenture and those notes; and
o no Event of Default or event which with notice or passage of
time would become an Event of Default has occurred and
continues. (Section 402)
Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to any series of notes and the
notes of that series are declared due and payable because of the occurrence of
any Event of Default, the amount of money and/or U.S. Government Obligations on
deposit with the trustee will be sufficient to pay amounts due on the notes of
that series at the time of their stated maturity but may not be sufficient to
pay amounts due on the notes of that series at the time of the acceleration
resulting from the Event of Default. However, we shall remain liable for those
payments.
The applicable prospectus supplement may further describe the
provisions, if any, permitting or restricting such defeasance or covenant
defeasance with respect to the notes of a particular series.
Federal Income Tax Consequences. Under current Federal income tax law,
the deposit and defeasance described above under "Defeasance of Certain
Covenants" 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 "Legal Defeasance" 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
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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 our receipt 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.
PLAN OF DISTRIBUTION
We may, from time to time, sell notes (1) through underwriters or
dealers, (2) directly to one or more purchasers, or (3) through agents. A
prospectus supplement will set forth the terms of the offering of the notes,
including the name or names of any underwriters, the purchase price of the
notes, our proceeds from the sale, any underwriting discounts and commissions,
any initial public offering price, any discounts or concessions allowed or
reallowed or paid to dealers, and any securities exchange or market on which the
notes may be listed. Only underwriters named in such prospectus supplement are
deemed to be underwriters in connection with the offering of such notes.
If underwriters are used in the sale, the notes will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of
the underwriters to purchase the notes will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the notes of
the series offered by the prospectus supplement if any of the notes are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
We may also sell notes directly or through agents we designate from
time to time. Any agent involved in the offering and sale of notes in respect of
which this prospectus is delivered will be named, and any commissions we pay to
such agent will be set forth, in the related prospectus supplement. Unless
otherwise indicated in the related prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If a dealer is utilized in the sale of the notes, the Company will sell
such notes to the dealer, as principal. The dealer may then resell such notes to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
The place and time of delivery for the notes in respect of which this
Prospectus is delivered are set forth in the accompanying prospectus supplement.
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LEGAL MATTERS
Foley & Lardner of Milwaukee, Wisconsin will issue an opinion about
certain legal matters with respect to the notes for us. Any underwriters will be
advised about the other issues relating to any offering by their own legal
counsel. Jere D. McGaffey, a partner of Foley & Lardner, is a director of
Wisconsin Gas Company and its parent WICOR, Inc.. As of December 10, 1998, Foley
& Lardner attorneys who participated in the preparation of this prospectus,
including Mr. McGaffey, beneficially owned an aggregate of 6,747 shares of
WICOR, Inc. common stock.
EXPERTS
The financial statements included in our Annual Report on Form 10-K,
for the year ended December 31, 1997, 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 to said financial statements, and are incorporated by reference in this
prospectus in reliance upon the authority of said firm as experts in auditing
and accounting in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities covered hereby, other than underwriting discounts and commissions,
are, subject to future contingencies, estimated to be as follows:
Securities and Exchange Commission
Filing Fee ....................... $ 13,900
Public Service Commission of
Wisconsin ........................ 1,000
Legal Fees and Expenses.............. 50,000
Blue Sky Fees and Expenses........... 5,000
Accounting Fees and Expenses......... 12,000
Printing Expenses.................... 5,000
Trustee Fees and Expenses............ 4,000
Rating Agencies' Fees................ 25,000
Miscellaneous ....................... 9,100
--------
Total................... $125,000
========
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 (which may include liabilities under the Securities Act of 1933) 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
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. 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 above.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Registrant under certain circumstances.
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The indemnification provided by the Wisconsin Business Corporation Law
is not exclusive of any other rights to which a director or officer of the
Registrant may be entitled. The Registrant also 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.
The proposed form of Underwriting Agreement for the Notes contains
provisions under which the Underwriters agree to indemnify the directors and
officers of the Registrant against certain liabilities, including liabilities
under the Securities Act of 1933.
Item 16. Exhibits.
The exhibits filed herewith or incorporated by reference herein are
specified on the Exhibit Index included herein.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
II-2
<PAGE>
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 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 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) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
(d) 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 provisions set forth in Item
15 hereof, 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.
II-3
<PAGE>
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 Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, State of
Wisconsin, on January 8, 1999.
WISCONSIN GAS COMPANY
By: /s/ Joseph P. Wenzler
Joseph P. Wenzler
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below as of this
8th day of January, 1999 by the following persons in the capacities indicated.
Signature Title
Bronson J. Haase* President and Chief Executive
Officer
(Principal Executive Officer)
/s/ Joseph P. Wenzler Senior Vice President and Chief
Joseph P. Wenzler Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Wendell F. Bueche* Director
Willie D. Davis* Director
Jere D. McGaffey* Director
Daniel F. McKeithan, Jr.* Director
II-4
<PAGE>
Guy A. Osborn* Director
Thomas F. Schrader* Director
Stuart W. Tisdale* Director
George E. Wardeberg* Director
Essie M. Whitelaw* Director
William B. Winter* Director
By /s/ Joseph P. Wenzler
Joseph P. Wenzler
Attorney-in-Fact
Pursuant to Transaction Requirement B.2 of Form S-3, the Registrant
reasonably believes that the security rating to be assigned to the securities
registered hereunder will make the securities "investment grade securities"
prior to sale.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
(1) Form of Underwriting Agreement for the Notes.
(4.1) Indenture of Mortgage and Deed of Trust, dated as of November 1,
1950, between Wisconsin Gas Company, successor to Milwaukee Gas Light
Company, and Chase Manhattan Trust Company, N.A., successor to Mellon
National Bank and Trust Company, and Theodore Kravis, successor to D.
A. Hazlett, Trustees (incorporated by reference to Exhibit 7-E to the
Company's Registration Statement (No. 2-8631)).
(4.2) Eleventh Supplemental Indenture, dated as of February 15, 1982,
between Wisconsin Gas Company and Chase Manhattan Trust Company,
N.A., successor to Mellon Bank, N.A., and N. R. Smith, Trustees
(incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S- 3 (No. 33-43729)).
(4.3) Bond Purchase Agreement, dated December 31, 1981, between Wisconsin
Gas Company and Teachers Insurance and Annuity Association of America
relating to the issuance and sale of $30 million principal amount of
First Mortgage Bonds, Adjustable Rate Series due 2002 (incorporated
by reference to Exhibit 4.6 to the Company's Registration Statement
on Form S-3 (No.
33-43729)).
(4.4) Indenture, dated as of September 1, 1990, between Wisconsin Gas
Company and Firstar Bank Milwaukee, N.A., successor to First
Wisconsin Trust Company, Trustee (incorporated by reference to
Exhibit 4.11 to the Company's Registration Statement on Form S-3 (No.
33-36639)).
(4.5) Officers' Certificate, dated as of September 15, 1993, setting forth
the terms of the Company's 6.60% Debentures due 2013 (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
dated September 15, 1993).
(4.6) Officers' Certificate, dated as of November 7, 1995, setting forth
the terms of the Company's 6 3/8% Notes due 2005 (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
dated November 7, 1995).
(4.7) Revolving Credit Agreement, dated as of August 6, 1997, among
Wisconsin Gas Company and Citibank, N.A., as Agent, Firstar Bank
Milwaukee, N.A., Harris Trust & Savings Bank and M&I Marshall &
Ilsley Bank (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10- Q for the quarter ended
September 30, 1997).
(5) Opinion of Foley & Lardner.*
(12) Statement re: computation of ratios.*
(23.1) Consent of Arthur Andersen LLP.
<PAGE>
(23.2) Consent of Foley & Lardner (included in Exhibit 5).*
(24) Powers of Attorney relating to subsequent amendments (included on the
signature page to the Registration Statement).*
(25) Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Firstar Bank Milwaukee, N.A.*
- ---------------------
* Previously filed.
Draft of 1/7/98
$50,000,000
WISCONSIN GAS COMPANY
__% Notes Due 2009
UNDERWRITING AGREEMENT
January __, 1999
<PAGE>
January __, 1999
Morgan Stanley & Co. Incorporated
Robert W. Baird & Co. Incorporated
A.G. Edwards & Sons, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
Wisconsin Gas Company, a Wisconsin corporation (the "Company"),
proposes to issue and sell to the several Underwriters named in Schedule I
hereto (the "Underwriters") $50,000,000 principal amount of its ____% Notes Due
2009 (the "Securities") to be issued pursuant to the provisions of an Indenture
dated as of September 1, 1990 (the "Indenture") between the Company and Firstar
Bank Milwaukee, N.A., as Trustee (the "Trustee").
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Securities. The registration statement as amended at the time it became
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the "Registration Statement"; the prospectus, including any
supplement thereto, in the form first used to confirm sales of Securities is
hereinafter referred to as the "Prospectus."
1. Representations and Warranties. (A) The Company represents and
warrants to and agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
incorporated by reference in the Prospectus complied or will or will comply when
so filed in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), (ii) each part of the Registration
Statement, when such part became effective, did not contain and each such part,
as amended or supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) the
Registration
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<PAGE>
Statement and the Prospectus comply and, as amended or supplemented, if
applicable, will comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder, and (iv) the
Prospectus does not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this Section 1(b) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein or (B) to that part of the
Registration Statement that constitutes the Statement of Eligibility (Form T-1)
under the Trust Indenture Act of the Trustee.
(c) The Company is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and has the corporate
power and authority to own its property and to conduct its business as described
in the Prospectus; the Company is in possession of and operating in compliance
with all franchises, grants, authorizations, licenses, permits, easements,
consents, certificates and orders required for the conduct of its business, all
of which are valid and in full force and effect (except where any failure to do
so would not result in a material adverse change in the condition (financial or
otherwise), business or results of operations of the Company).
(d) The Company has no subsidiaries.
(e) This Agreement has been duly authorized, executed and delivered by
the Company.
(f) The Indenture has been duly qualified under the Trust Indenture Act
and has been duly authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, enforceable in accordance with its
terms except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and general
principles of equity and subject to the qualification that certain provisions
thereof may be unenforceable in whole or in part under the laws of the State of
Wisconsin, but inclusion of such provisions does not affect the validity of the
Indenture and the Indenture contains legally adequate provisions for the
realization of the principal legal right and benefits afforded thereby; and the
Indenture conforms, in all material respects, to the description thereof in the
Prospectus.
(g) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of this
Agreement, will be entitled to the benefits of the Indenture and will be valid
and binding obligations of the Company, enforceable in accordance with their
terms except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and general
principles of equity and subject to the qualification that certain provisions
thereof may be unenforceable in whole or in part under he laws of the State of
Wisconsin, but inclusion of such provisions does not affect the validity of the
Securities and the Securities contain legally adequate provisions for the
realization of the principal legal rights and benefits afforded thereby; and the
Securities will conform, at the time of their issuance, in all material respects
with the description thereof in the Prospectus.
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<PAGE>
(h) The Company is not in violation of its Restated Articles of
Incorporation or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any statute, contract,
indenture, mortgage, deed of trust, loan agreement, note, lease or other
material agreement or instrument to which it is a party or by which it or its
property may be bound, which violations or defaults would individually or in the
aggregate result in a material adverse change in the condition (financial or
otherwise), business or results of operations of the Company; no consent,
approval, authorization or order of any court or governmental authority or
agency is required in connection with the sale of the Securities to the
Underwriters, except such as may be required under the Securities Act and state
securities laws; and the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein and therein will not
conflict with or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument known to such counsel to which the
Company is a party or by which it is bound, nor will such action result in any
violation of the provisions of the charter or by-laws of the Company, or any
law, administrative regulation, or administrative or court decree known to them,
other than in each case (except with respect to the charter and by-laws of the
Company to which this qualification shall not apply) such breaches, defaults or
violations which individually or in the aggregate would not result in a material
adverse change in the condition (financial or otherwise), business or results of
operations of the Company;
(i) Subsequent to the respective dates as of which information is given
in the Registration Statement and Prospectus, and except as set forth or
contemplated thereby, the Company has not incurred any liabilities or
obligations, direct or contingent, nor entered into any transactions not in the
ordinary course of business which in either case are material to the Company;
there has not occurred any material adverse change in the condition (financial
or otherwise), business or operations of the Company, whether or not arising in
the ordinary course; and there has not been any material change in the capital
stock or long-term debt of the Company, except for payments upon maturity [or
the payment of sinking fund obligations (whether required or pursuant to
optional provisions)] on outstanding first mortgage bonds];
(j) There are no legal or governmental proceedings pending or
threatened to which the Company is a party or to which any of the properties of
the Company is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described, or which, if determined
adversely to the Company, the Company reasonably believes would individually or
in the aggregate result in a material adverse change in the condition (financial
or otherwise), business or results of operations of the Company or which would
materially and adversely affect the consummation of the transactions
contemplated by this Agreement; and to the best of the Company's knowledge no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others; and there are no statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement that are not
described or filed as required.
(k) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act,
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<PAGE>
complied when so filed in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder.
(l) The Company has obtained a certificate of authority from the Public
Service Commission of Wisconsin (the "Wisconsin Commission") with respect to the
Securities authorizing the issue and sale of the Securities by the Company on
the terms set forth or contemplated in this Agreement and in the Registration
Statement; the Company will make such additional filings as are required under
said certificate of authority in a timely fashion.
(m) Other than WICOR, Inc. and Citibank, N.A., as trustee of the
Wisconsin Gas Company Employees' Savings Plan, no person or corporation, which
is a holding company" or a "subsidiary company" of a "holding company", within
the meaning of such terms as defined in the Public Utility Holding Company Act
of 1935, directly or indirectly owns, controls or holds with power to vote, 10%
or more of the outstanding voting securities of the Company; and each of the
Company and WICOR, Inc. is presently exempt from the provisions of the Public
Utility Holding Company Act of 1935 which would require it to register
thereunder.
(n) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.
(B) Any certificate signed by an officer of the Company and delivered
to you or counsel for the Underwriters at the Closing Time in connection with
the offering of Notes shall be deemed a representation and warranty of the
Company, as to the matters covered thereby, to each Underwriter participating in
the offering.
2. Agreements to Sell and Purchase. The Company hereby agrees to sell
to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective principal amounts of Securities set forth in Schedule I
hereto opposite its name at _____% of their principal amount plus accrued
interest, if any, from January __, 1999 to the date of payment and delivery.
3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Securities as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Company is further
advised by you that the Securities are to be offered to the public initially at
____% of their principal amount (the "Public Offering Price") plus accrued
interest, if any, from January __, 1999 to the date of payment and delivery and
to certain dealers selected by you at a price that represents a concession not
in excess of ____% of their principal amount under the Public Offering Price,
and that any Underwriter may allow, and such dealers may reallow, a concession,
not in excess of ____% of their principal amount, to any Underwriter or to
certain other dealers.
4. Payment and Delivery. Payment for the Securities shall be made by
wire transfer payable to the order of the Company in Federal or other funds
immediately available at the office
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<PAGE>
Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367 at
10:00 A.M., local time, on January __, 1999. The time and date of such payment
are hereinafter referred to as the "Closing Date."
Payment for the Securities shall be made against delivery to you for
the respective accounts of the several Underwriters of one or more global
certificates representing the Securities registered in the name of Cede & Co.
with any transfer taxes payable in connection with the transfer of the
Securities to the Underwriters duly paid.
5. Conditions to the Underwriters' Obligations. The obligations of the
Company to sell the Securities to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Securities are subject to the
condition that the Registration Statement shall have become effective on the
date hereof.
In addition, the several obligations of the Underwriters are subject to
the accuracy of the representations and warranties on the part of the Company
herein contained, to the accuracy of the statements of the Company's officers
made in any certificate furnished pursuant to the provisions hereof, to the
performance by the Company of all of its covenants and other obligations
hereunder and to the following further conditions:
(a) at the Closing Time
(i) no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the Securities Act,
no order suspending trading or striking or withdrawing any Securities
to be listed on a national securities exchange from listing and
registration under the Exchange Act shall be in effect, and no
proceedings under the Securities Act or the Exchange Act therefor shall
have been initiated or threatened by the Commission, (ii) the rating
assigned by any "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act, to any debt securities, preferred stock or
other obligations of the Company as of the date of this Agreement shall
not have been lowered since the execution of this Agreement and no
notice indicating an intended or potential downgrading of any such
securities shall have been given by any such rating organization since
the date of this Agreement, and (iii) there shall not have come to your
attention any facts that would reasonably cause you to believe that the
Prospectus at the time it was required to be delivered to a purchaser
of the Securities, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at such
time, not misleading.
(b) The Underwriters shall have received on the Closing Date an opinion
of Foley & Lardner, outside counsel for the Company, dated the Closing Date, in
form and substance satisfactory to you, to the effect that:
(i) the Company is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, and
has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus;
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<PAGE>
(ii) this Agreement has been duly authorized, executed and
delivered by the Company;
(iii) the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of
equity and subject to the qualification that certain provisions thereof
may be unenforceable in whole or in part under the laws of the State of
Wisconsin, but inclusion of such provisions does not affect the
validity of the Indenture and the Indenture contains legally adequate
provisions for the realization of the principal legal rights and
benefits afforded thereby;
(iv) the Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of this Agreement, will be entitled to the
benefits of the Indenture and will be valid and binding obligations of
the Company, enforceable in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and by general
principles of equity and subject to the qualification that certain
provisions thereof may be unenforceable in whole or in part under the
laws of the State of Wisconsin, but inclusion of such provisions does
not affect the validity of the Securities and the Securities contain
legally adequate provisions for the realization of the principal legal
rights and benefits afforded thereby;
(v) The Indenture and the Securities conform in all material
respects to the descriptions thereof in the Prospectus and the
applicable Prospectus Supplement;
(vi) The Registration Statement is effective under the
Securities Act and, to the best of their knowledge and information, no
stop order suspending the effectiveness of the Registration Statement
has been issued under the Securities Act or proceedings therefor
initiated or threatened by the Commission;
(vii) The Registration Statement, at the time it became
effective and as of the date of this Agreement, and the Prospectus, as
of the date thereof, as of the date of this Agreement and as of the
Closing Date, (in each case other than the financial statements and
other financial or statistical information included or incorporated by
reference therein, as to which no opinion need be rendered) complied as
to form in all material respects with the requirements of the
Securities Act, the Trust Indenture Act, and the rules and regulations
thereunder;
(viii) Each document, if any, filed pursuant to the Exchange
Act (other than the financial statements and other financial or
statistical information included therein, as to which no opinion need
be rendered) and incorporated by reference in the Prospectus complied
when so filed as to form in all material respects with the Exchange Act
and the rules and regulations thereunder;
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<PAGE>
(ix) The Wisconsin Commission has authorized the issue and
sale of the Securities; such authorization, to the best of their
knowledge, is still in full force and effect and no stay with respect
thereto is pending or in effect and such authorization is sufficient
for the issue and sale of the Securities; the issue and sale of the
Securities as described in the Prospectus are in conformity with the
terms of such authorization; and no other consent, approval,
authorization or order of any court or governmental authority or agency
is required in connection with the sale of the Securities to the
Underwriters, except such as may be required under the Securities Act
and state securities laws; and to the best of their knowledge and
information, the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein and therein will
not conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to, any contract,
indenture, mortgage, loan agreement, note, lease or other instrument
known to such counsel to which the Company is a party or by which it is
bound, nor will such action result in any violation of the provisions
of the charter or by-laws of the Company, or any law, administrative
regulation, or administrative or court decree known to them, other than
in each case (except with respect to the charter and by-laws of the
Company to which this qualification shall ot apply) such breaches,
defaults or violations which individually or in the aggregate would not
result in a material adverse change in the condition (financial or
otherwise), business or results of operations of the Company;
(x) after due inquiry, such counsel does not know of any legal
or governmental proceedings pending or threatened to which the Company
is a party or to which any of the properties of the Company is subject
that are required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement that are not described or filed as required;
(xi) the statements (A) in the Prospectus under the captions
"Description of Notes" and "Plan of Distribution" and (B) in the
Registration Statement in Item 15, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings and
fairly summarize the matters referred to therein;
You shall also have received from such counsel a letter
advising that nothing has come to such counsel's attention that would
lead such counsel to believe that the Registration Statement, at the
time it became effective, or if an amendment to the Registration
Statement or an annual report on Form 10-K has been filed by the
Company with the Commission subsequent to the effectiveness of the
Registration Statement (other than the financial statements and
supporting schedules and other financial or statistical information set
forth therein, as to which no advice is given), then at the time of the
most recent such filing, and as of the date of this Agreement,
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated herein or necessary to make the
statements
- 8 -
<PAGE>
therein not misleading or that the Prospectus, as amended or
supplemented at the date of this Agreement and at the Closing Time,
contained or contains an untrue statement of a material fact or omitted
or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
The opinion of Foley & Lardner described in this paragraph (b)
shall be rendered to the Underwriters at the request of the Company and
shall so state therein.
(c) The Underwriters shall have received on the Closing Date an opinion
of Sidley & Austin, counsel for the Underwriters, dated the Closing Date,
covering the matters referred to in subparagraphs (ii), (iii), (iv), and (x) of
paragraph (b) above and in the unnumbered subparagraph in paragraph (b).
With respect to the unnumbered subparagraph of paragraph (b) above,
Foley & Lardner and Sidley & Austin may state that their opinion and belief are
based upon their participation in the preparation of the Registration Statement
and Prospectus and any amendments or supplements thereto and review and
discussion of the contents thereof, but are without independent check or
verification, except as specified.
(d) At the Closing Time there shall not have been, since the respective
dates as of which information is given in the Registration Statement, any
material adverse change in the condition, financial or otherwise, of the Company
or in the earnings, business affairs or business prospects of the Company,
whether or not arising in the ordinary course of business, and the Underwriters
shall have received a certificate of the President and Chief Executive Officer
and Chief Financial Officer of the Company, dated as of the Closing Time, to the
effect that there has been no such material adverse change, to the effect that
the representations and warranties of the Company contained in Section 1 are
true and correct with the same force and effect as though made on the Closing
Date, and to the effect that the Company has complied with all of the agreements
and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.
(e) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance satisfactory to the Underwriters, from Arthur
Anderson LLP, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus.
(f) At the Closing Time, counsel for the Underwriters shall have been
furnished with such documents and opinions as they may reasonably require for
the purpose of enabling them to pass upon the issuance and sale of the Notes as
herein contemplated and related proceedings or in order to evidence the accuracy
and completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Notes as
herein contemplated shall be satisfactory in form and substance to you.
- 9 -
<PAGE>
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by you by notice to the Company at any time at or prior to the Closing Time, and
such termination shall be without liability of any party to any other party
except as provided in Sections 7(f) and 9.
6. Covenants of the Company. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:
(a) To deliver to you one signed and as many conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as you may reasonably
request and will also deliver to you a conformed copy of the Registration
Statement and each amendment thereto for each of the Underwriters.
(b) Before amending or supplementing the Registration Statement or the
Prospectus, whether pursuant to the Exchange Act, the Securities Act or
otherwise, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to which
you reasonably object.
(c) If, during such period after the first date of the public offering
of the Securities the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur or
condition exist as a result of which it is necessary, in the view of your
counsel and counsel for the Company, to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
both such counsel, it is necessary to amend or supplement the Prospectus to
comply with applicable law, promptly to prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to the dealers (whose names
and addresses you will furnish to the Company) to which Securities may have been
sold by you on behalf of the Underwriters and to any other dealers upon request,
either amendments or supplements to the Prospectus, whether by filing documents
pursuant to the Exchange Act or otherwise, so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus, as amended or supplemented, will comply with law.
(d) To notify each of you immediately, and confirm the notice in
writing, (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the mailing or the delivery to the Commission for filing of
any supplement to the Prospectus or, pending completion of the distribution of
the Securities by the Underwriters pursuant to this Agreement, any document to
be filed pursuant to the Exchange Act and incorporated by reference into the
Prospectus, (iii) of the receipt of any comments from the Commission with
respect to the Registration Statement, the Prospectus or any prospectus
supplement, (iv) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or for
additional information, and (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company
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<PAGE>
will make every reasonable effort to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at the earliest
possible moment.
(e) The Company, during the period when the Prospectus is required to
be delivered under the Securities Act, will file promptly all documents required
to be filed with the Commission pursuant to Section 13 or 14 of the Exchange
Act.
(f) To endeavor to qualify the Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions of the United States as you
shall reasonably request and maintain such qualifications in effect for as long
as may be required for the distribution of the Securities; provided, however,
that the Company shall not be required to qualify to do business or to file a
general consent to service of process in any such jurisdiction. The Company
will, from time to time, prepare and file such statements and reports as are or
may be required by the laws of each jurisdiction in which the Securities have
been qualified as above provided.
(g) To make generally available to the Company's security holders and
to you as soon as practicable an earnings statement covering the twelve-month
period beginning on the first day of the first full fiscal quarter after the
date of this Agreement that satisfies the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder.
(h) During the period beginning on the date hereof and continuing to
and including the Closing Date, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company or warrants to purchase
debt securities of the Company substantially similar to the Securities (other
than (i) the Securities and (ii) commercial paper issued in the ordinary course
of business), without the prior written consent of Morgan Stanley & Co.
Incorporated.
(i) The Company will use the net proceeds received by it from the sale
of the Notes in the manner specified in the Prospectus under "Use of Proceeds."
(j) To pay all expenses incident to the performance of its obligations
under this Agreement, including: (i) the preparation and filing of the
Registration Statement and the Prospectus and all amendments and supplements
thereto; (ii) the preparation, issuance and delivery of the Securities; (iii)
the fees and disbursements of the Company's counsel and accountants and of the
Trustee and its counsel; (iv) the qualification of the Securities under state
securities or Blue Sky laws in accordance with the provisions of Section 6(f),
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of any Blue Sky Memoranda, provided that the fees of such counsel for the Blue
Sky Memorandum shall not exceed $5,000; (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the Registration
Statement and all amendments thereto and of each preliminary prospectus and the
Prospectus and any amendments or supplements thereto; (vi) the printing and
delivery to the Underwriters of copies of the Indenture and any Blue Sky
Memoranda; (vii) any fees charged by rating agencies for the rating of the
Securities; and (viii) the costs and fees of any registrar or transfer agent.
- 11 -
<PAGE>
7. Indemnity and Contribution. (a) The Company agrees to indemnify and
hold harmless each Underwriter, each of its employees, officers, directors and
agents, and each person, if any, who controls any Underwriter within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, liabilities and expenses
(including, without limitation, any legal or other expenses reasonably incurred
by any Underwriter or any such controlling person in connection with defending
or investigating any such action or claim) joint or several, as incurred, caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, each of its employees and agents and each person, if
any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to such Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through you expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or (b) of this Section 7, such person
(the "indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated, in the case of
parties indemnified pursuant to paragraph (a) above and by the Company, in the
case of parties indemnified pursuant to paragraph (b) above. The indemnifying
party shall not be liable for any
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<PAGE>
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(d) To the extent the indemnification provided for in paragraph (a) or
(b) of this Section 7 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Securities or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and of the Underwriters on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other hand in connection with the offering of the Securities shall be
deemed to be in the same respective proportions as the net proceeds from the
offering of the Securities (before deducting expenses) received by the Company
and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Securities. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
7 are several in proportion to the respective principal amounts of Securities
they have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) of this Section 7.
- 13 -
<PAGE>
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section
7 and the representations, warranties and other statements of the Company
contained in this Agreement or made by it pursuant to this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter or by or on behalf of the
Company, its officers or directors or any person controlling the Company and
(iii) acceptance of and payment for any of the Securities.
8. Termination. This Agreement shall be subject to termination by
notice given by you to the Company at or prior to the Closing, if (a) after the
execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by, as
the case may be, either the New York Stock Exchange or the American Stock
Exchange, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in the United States generally or in
New York shall have been declared by either Federal or New York State
authorities or (iv) there shall have occurred any outbreak or escalation of
hostilities or any change in financial markets or any calamity or crisis that,
in your judgment, is material and adverse and (b) in the case of any of the
events specified in clauses (a)(i) through (iv), such event, singly or together
with any other such event, makes it, in your judgment, impracticable to market
the Securities on the terms and in the manner contemplated in the Prospectus.
9. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the Underwriters shall fail
or refuse to purchase Securities that it has or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the principal amount of Securities
set forth opposite their respective names in Schedule I bears to the principal
amount of Securities set forth opposite the names of all such
- 14 -
<PAGE>
non-defaulting Underwriters, or in such other proportions as you may specify, to
purchase the Securities which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase on such date; provided that in no event shall
the principal amount of Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such principal amount of Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Securities to be purchased
on such date, and arrangements satisfactory to you and the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.
10. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
11. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.
12. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
13. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Underwriters shall be
directed to you c/o Morgan Stanley & Co. Incorporated at 1585 Broadway, New
York, New York, attention Debt Syndicate Department; notices to the Company
shall be directed to it at 626 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, attention of Chief Financial Officer (with a copy addressed to Jay O.
Rothman, Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin
53202).
14. Parties. This Agreement shall inure to the benefit of and be
binding upon you and the Company, and their respective successors. Nothing
expressed or mentioned in this
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<PAGE>
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto or thereto and their respective
successors and the controlling persons and officers and directors referred to in
Section 7 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
herein contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties and their
respective successors and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.
- 16 -
<PAGE>
If the foregoing correctly sets forth our understanding, please
indicate the Underwriters' acceptance thereof in the space provided below for
that purpose, whereupon this letter and the Underwriters' acceptance shall
constitute a binding agreement between us.
Very truly yours,
WISCONSIN GAS COMPANY
By
Name:
Title:
Accepted as of the date hereof
Morgan Stanley & Co. Incorporated
Robert W. Baird & Co. Incorporated
A.G. Edwards & Sons, Inc.
Acting severally on behalf
of themselves and the
several Underwriters named
herein.
By Morgan Stanley & Co.
Incorporated
By
Name:
Title:
- 17 -
<PAGE>
SCHEDULE I
Principal Amount
of Securities
Underwriter To Be Purchased
- ---------- ---------------
Morgan Stanley & Co. Incorporated
Robert W. Baird & Co. Incorporated
A.G. Edwards & Sons, Inc.
-------------------
Total.................... ===================
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1998
included in Wisconsin Gas Company's Form 10-K for the year ended December 31,
1997 and to all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSON LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
January 8, 1999
