SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): April 26, 2000
Wisconsin Gas Company
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(Exact name of registrant as specified in its charter)
Wisconsin 1-7530 39-0476515
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address of principal executive offices, including zip code)
(414) 385-7000
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(Registrant's telephone number)
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Item 1. Changes in Control of Registrant.
A change of control of Wisconsin Gas Company, a Wisconsin corporation
("Wisconsin Gas"), occurred on April 26, 2000, upon the effectiveness of the
merger (the "Merger") of WICOR, Inc. ("WICOR"), a Wisconsin corporation and the
parent of Wisconsin Gas, with a wholly-owned subsidiary (the "Acquisition
Subsidiary") of Wisconsin Energy Corporation, a Wisconsin corporation
("Wisconsin Energy"), pursuant to which WICOR, as the surviving corporation,
became a direct wholly-owned subsidiary of Wisconsin Energy, and Wisconsin Gas
became an indirect wholly-owned subsidiary of Wisconsin Energy. Pursuant to the
terms of the Agreement and Plan of Merger dated June 27, 1999, as subsequently
amended (the "Merger Agreement"), between WICOR, Wisconsin Energy and
Acquisition Subsidiary, the shareholders of WICOR received consideration valued
at $31.50 per share of WICOR common stock. The Acquisition Subsidiary paid a
total of $1,195,004,412 in cash to the holders of WICOR's 37,936,648 shares of
the outstanding common stock (excluding 38,000 shares of restricted WICOR common
stock issued in February 2000), and Wisconsin Energy issued 57,745 shares of its
restricted common stock to holders of the 38,000 shares of restricted WICOR
common stock issued in February 2000. The cash portion of the merger
consideration was loaned to the Acquisition Subsidiary by Wisconsin Energy,
which raised the funds through the sale of commercial paper.
As provided in the Merger Agreement, George E. Wardeberg, a director
of Wisconsin Gas and the Chairman and Chief Executive Officer of WICOR, was
elected as a director and appointed as Vice Chairman of the Board of Directors
of Wisconsin Energy upon the consummation of the Merger, and Willie D. Davis, an
outside director of Wisconsin Gas and WICOR, was also elected to the Wisconsin
Energy Board of Directors upon the consummation of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WISCONSIN GAS COMPANY
Date: May 9, 2000 By: /s/ Joseph P. Wenzler
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Joseph P. Wenzler
Senior Vice President and Chief
Financial Officer
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WISCONSIN GAS COMPANY
Exhibit Index to Current Report on Form 8-K
Dated April 26, 2000
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of June 27, 1999, as
amended as of September 9, 1999 by and among Wisconsin
Energy Corporation, WICOR, Inc. and CEW Acquisition, Inc.
(incorporated by reference to Appendix A to the joint proxy
statement/prospectus included in Wisconsin Energy
Corporation's Registration Statement on Form S-4 filed on
September 9, 1999 (File No. 333-86827))
2.2 Amendment to Agreement and Plan of Merger, dated as of
September 9, 1999 (incorporated by reference to Exhibit 2.2
to Wisconsin Energy Corporation's Registration Statement on
Form S-4 filed on September 9, 1999 (File No. 333-86827))
2.3 Second Amendment to Agreement and Plan of Merger, dated as
of April 26, 2000 (incorporated by reference to Exhibit 2.3
to Wisconsin Energy Corporation's Current Report on Form 8-K
dated April 26, 2000)
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