Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
WICOR, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7026
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________________
George E. Wardeberg
President and Chief Executive Officer
WICOR, Inc.
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7026
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
With a copy to:
Jere D. McGaffey
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
____________________________
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, check the following box.
[X]
____________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to be Amount to be Price Offering Registra-
Registered Registered(1) Per Unit(2) Price(2) tion Fee
Common Stock, $1 96,164 shares $27.00 $2,596,428 $896
par value, with and rights
attached Common
Stock Purchase
Rights
(1) Each share of WICOR, Inc. Common Stock has attached thereto one
Common Stock Purchase Right.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the high and low prices for WICOR, Inc. Common Stock as
reported on the New York Stock Exchange on May 19, 1995. The value
attributable to the Rights is reflected in the price of the Common
Stock.
______________________
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 the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 22, 1995
PROSPECTUS
96,164 Shares
WICOR, INC.
Common Stock
($1.00 par value)
_________________
This Prospectus relates to the sale of up to 96,164 shares of common
stock, $1.00 par value (the "Common Stock"), of WICOR, Inc., a Wisconsin
corporation (the "Company"), by a shareholder of the Company (the "Selling
Shareholder"). The Company will not receive any of the proceeds from the
sale of the shares being sold by the Selling Shareholder. See "Selling
Shareholder."
The Common Stock is traded on the New York Stock Exchange under the
symbol WIC. On May 19, 1995, the last reported sale price of the Common
Stock on the New York Stock Exchange was $26.875 per share.
The Company will pay certain of the expenses of this offering. The
Selling Shareholder, however, will bear the cost of all brokerage
commissions and discounts incurred in connection with the sale of the
shares of Common Stock covered by this Prospectus. The shares of Common
Stock to which this Prospectus relates may be sold by the Selling
Shareholder directly or through dealers or agents in market transactions
or privately-negotiated transactions. See "Plan of Distribution."
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________
The date of this Prospectus is , 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company under
the Exchange Act can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048, and the
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material also may be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. In addition, such reports, proxy statements and other information
concerning the Company can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto referred to
herein as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement which may be inspected and copied in the manner and at the
sources described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
3. The Company's Registration Statement on Form 8-A under the
Exchange Act with respect to the Common Stock, including any
amendment or reports filed for the purpose of updating such
description.
4. The Company's Registration Statement on Form 8-A under the
Exchange Act with respect to the Common Stock Purchase Rights,
including any amendment or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of shares which is the
subject hereof shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the
documents that have been or may be incorporated herein by reference (other
than exhibits thereto, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates).
Requests should be directed to WICOR, Inc., 626 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, Attention: Robert A. Nuernberg, Secretary
(telephone: (414) 291-7026).
THE COMPANY
Background
The Company is a diversified holding company involved in the natural
gas distribution and manufacturing businesses. The Company engages in
retail distribution of natural gas through its Wisconsin Gas Company
("Wisconsin Gas") subsidiary. The Company is also involved in the
manufacturing of pumps and water processing equipment through its Sta-Rite
Industries, Inc. ("Sta-Rite") and SHURflo Pump Manufacturing Co.
("SHURflo") subsidiaries. The principal executive offices of the Company
are located at 626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, and
its telephone number is (414) 291-7026.
On July 28, 1993, the Company issued an aggregate of 901,859 shares
of Common Stock (a) to the then shareholders of SHURflo (f/k/a Carr-Griff,
Inc.) in connection with a merger whereby SHURflo became a wholly owned
subsidiary of the Company, and (b) to Product Research and Development, a
California limited partnership ("PR&D"), and Saddleback Leasing Company, a
California limited partnership ("Saddleback"), pursuant to the
accompanying acquisition of substantially all of the assets of PR&D and
Saddleback. The Selling Shareholder is a former shareholder of SHURflo
and a partner of PR&D and Saddleback, and acquired the shares of Common
Stock offered hereby in the foregoing transactions.
Retail Distribution of Natural Gas
The Company's retail natural gas distribution business is conducted
by Wisconsin Gas. Wisconsin Gas is the oldest and largest natural gas
distribution public utility in Wisconsin, where all of its business is
conducted. At December 31, 1994, Wisconsin Gas distributed gas to
approximately 495,000 residential, commercial and industrial customers in
496 communities throughout Wisconsin with an estimated population of
1,954,000 based on the State of Wisconsin's estimates for 1994. Wisconsin
Gas is subject to the jurisdiction of the Public Service Commission of
Wisconsin as to various phases of its operations, including rates, service
and issuance of securities.
Manufacturing of Pumps and Water Processing Equipment
Sta-Rite and SHURflo manufacture and sell pumps and water processing
equipment used to pump, control and filter water, and positive
displacement pumps and other accessories used for fluid handling in a wide
array of specialized applications and markets. Manufacturing and assembly
activities are conducted in plants in the United States, United Kingdom,
Germany, Italy, Australia, New Zealand and Russia.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Shareholder. The proceeds from the
sale of the shares of Common Stock offered hereby will be retained by the
Selling Shareholder. See "Selling Shareholder" and "Plan of
Distribution."
SELLING SHAREHOLDER
The following table sets forth certain information, as of the date of
this Prospectus, regarding the beneficial ownership of shares of Common
Stock by the Selling Shareholder, and as adjusted to reflect the sale of
the 96,164 shares of Common Stock offered hereby.
Shares of Common Shares of Common Stock
Stock Beneficially Common to be Beneficially
Selling Owned Prior Stock to Owned After
Shareholder to Offering be Offered Offering
Diane M.
McCarry/1 96,164 96,164 0
__________________
1/ Consists of shares held by The Robert E. McCarry and Diane M.
McCarry Trust, u/d/t dated September 9, 1992, as to which Ms.
McCarry has sole voting and investment power.
The Selling Shareholder is a former shareholder of SHURflo and a partner
of PR&D and Saddleback, and acquired the shares of Common Stock offered
hereby in the transactions described under the caption "The Company -
Background."
DESCRIPTION OF CAPITAL STOCK
Authorized Shares
The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock and 1,500,000 shares of Cumulative
Preferred Stock, $1.00 par value (the "Cumulative Preferred Stock"). The
Cumulative Preferred Stock is issuable in series, for such consideration
and with such designations, dividend rates, redemption prices, liquidation
rights and preferences, conversion rights, if any, sinking fund
provisions, if any, and voting rights, if any, as may be determined by the
Board of Directors of the Company. As of May 19, 1995, there were
16,939,744 shares of Common Stock issued and outstanding. No shares of
Cumulative Preferred Stock were issued and outstanding as of such date.
Dividend Rights and Restrictions
After all cumulative dividends have been paid or declared
and set apart for payment on any shares of Cumulative Preferred Stock that
are outstanding, the Common Stock is entitled to such dividends as may be
declared from time to time by the Board of Directors in accordance with
applicable law. The Company's ability to pay dividends is dependent to a
great extent on the ability of its subsidiaries to pay dividends.
Voting Rights
Except as provided under Wisconsin law and except as may be
determined by the Board of Directors of the Company with respect to any
series of Cumulative Preferred Stock, only the holders of Common Stock
shall be entitled to vote for the election of directors of the Company and
on all other matters. Subject to the limitations imposed by Wisconsin law
as described below, upon any such vote the holders of Common Stock shall
be entitled to one vote for each share of Common Stock held by them.
Shareholders have no cumulative voting rights in connection with the
election of directors, which means that holders of shares entitled to
exercise more than 50% of the voting power are entitled to elect all of
the directors to be elected at any meeting of shareholders. The Company's
Restated Articles of Incorporation and By-Laws provide that the Board of
Directors is to be divided into three classes, with staggered terms of
three years each. The terms of the Common Stock generally may be modified
by the affirmative vote of the holders of a majority of the shares of
Common Stock voted at a meeting of shareholders at which a quorum is
present.
Section 180.1150 of the Wisconsin Statutes provides that
the voting power of shares of Wisconsin corporations such as the Company
held by any person or persons acting as a group in excess of 20% of the
voting power in the election of directors is limited to 10% of the full
voting power of those shares. This restriction does not apply to shares
acquired directly from the Company or in certain specified transactions or
shares for which full voting power has been restored pursuant to a vote of
shareholders.
Sections 180.1140 to 180.1144 of the Wisconsin Statutes
contain certain limitations and special voting provisions applicable to
specified business combinations involving Wisconsin corporations such as
the Company and a significant shareholder, unless the board of directors
of the corporation approves the business combination or the shareholder's
acquisition of shares before such shares are acquired. Similarly,
Sections 180.1130 to 180.1133 of the Wisconsin Statutes contain special
voting provisions applicable to certain business combinations, unless
specified minimum price and procedural requirements are met. Following
commencement of a takeover offer, Section 180.1134 of the Wisconsin
Statutes imposes special voting requirements on certain share repurchases
effected at a premium to the market and on certain asset sales by the
corporation, unless, as it relates to the potential sale of assets, the
corporation has at least three independent directors and a majority of the
independent directors vote not to have the provision apply to the
corporation.
Section 196.795(3) of the Wisconsin Statutes provides that
no person may hold or acquire directly or indirectly more than 10% of the
outstanding securities of a public utility holding company such as the
Company without approval of the Public Service Commission of Wisconsin.
Other Rights and Limitations
All shares of Common Stock are entitled to participate
equally in distributions in liquidation, subject to the prior rights of
any shares of Cumulative Preferred Stock which may be outstanding. Except
as the Board of Directors may in its discretion otherwise determine,
holders of Common Stock have no preemptive rights to subscribe for or
purchase shares of the Company. There are no conversion rights, or
sinking fund or redemption provisions applicable to the Common Stock.
The Restated Articles of Incorporation of the Company
provide that any director may be removed from office but only for cause by
the affirmative vote of holders of at least a majority of the voting power
of the then outstanding shares entitled to vote in the election of
directors. However, if at least the number of directors in the two
largest classes of directors plus one director vote to remove a director,
such director may be removed without cause by the affirmative vote of
holders of at least a majority of the voting power of the then outstanding
shares of the Company entitled to vote thereon. The Restated Articles of
Incorporation of the Company also provide that the provisions of the
Company's By-Laws regarding the classification, number, tenure and
qualifications of directors may only be amended, altered, changed or
repealed by the affirmative vote of holders of at least 75% of the voting
power of the then outstanding shares entitled to vote in the election of
directors.
The shares of Common Stock offered by the Selling
Shareholder hereby are fully paid and nonassessable, except as provided by
Section 180.0622(2)(b) of the Wisconsin Statutes regarding personal
liability of shareholders for all debts owing to employees of the Company
for services performed but not exceeding six months' service in any one
case.
Common Stock Purchase Rights
The Company has entered into a Rights Agreement (the
"Rights Agreement"), dated as of August 29, 1989, with Chemical Bank
(f/k/a Manufacturers Hanover Trust Company), as Rights Agent. Pursuant to
the Rights Agreement, each outstanding share of Common Stock (including
the shares being sold by the Selling Shareholder in this offering) has
attached thereto one Common Stock Purchase Right ("Right") and each share
subsequently issued by the Company prior to the expiration of the Rights
Agreement will likewise have attached thereto one Right. Under certain
circumstances described below, the Rights will entitle the holder thereof
to purchase additional shares of Common Stock. In this Prospectus, unless
the context otherwise requires, all references to the Common Stock include
the accompanying Rights.
Currently, the Rights are not exercisable and trade with
the Common Stock. In the event the Rights become exercisable, each Right
(unless held by a person or group which beneficially owns more than 20% of
the outstanding Common Stock) will initially entitle the holder to
purchase one share of Common Stock at a price of $75 per share, subject to
adjustment. The Rights will only become exercisable if a person or group
has acquired, or announced an intention to acquire, 20% or more of the
outstanding shares of Common Stock. Under certain circumstances,
including the existence of a 20% acquiring party, each holder of a Right,
other than the acquiring party, will be entitled to purchase at the
exercise price Common Stock having a market value of two times the
exercise price. In the event of the acquisition of the Company by another
corporation subsequent to a party acquiring 20% or more of the Common
Stock, each holder of a Right will be entitled to receive the acquiring
corporation's common shares having a market value of two times the
exercise price. The Rights may be redeemed at a price of $.01 per Right
prior to the existence of a 20% acquiring party, and thereafter may be
exchanged for one share of Common Stock per Right prior to the existence
of a 50% acquiring party. The Rights will expire on August 29, 1999.
Under the Rights Agreement, the Board of Directors of the Company may
reduce the thresholds applicable to the Rights from 20% to not less than
10%. The Rights do not have voting or dividend rights and, until they
become exercisable, have no dilutive effect on the earnings of the
Company.
PLAN OF DISTRIBUTION
The distribution of the Common Stock offered hereby by the
Selling Shareholder may be effectuated from time to time, so long as the
Registration Statement remains effective, in one or more transactions that
may take place on the New York Stock Exchange, including ordinary brokers'
transactions, in privately-negotiated transactions or through sales to one
or more brokers/dealers for resale of such Common Stock as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions will be paid by the
Selling Shareholder in connection with such sales.
The Company will pay certain of the expenses incident to
the offering of the Common Stock offered hereby to the public. The
Company, however, will not pay for any expenses, commissions or discounts
of dealers or agents, which will be paid by the Selling Shareholder.
LEGAL MATTERS
Certain legal matters in connection with the sale of the
Common Stock offered hereby will be passed upon for the Company by Foley &
Lardner, Milwaukee, Wisconsin. Jere D. McGaffey, a partner of Foley &
Lardner, is a director of the Company. As of May 1, 1995, Foley & Lardner
attorneys who participated in the preparation of this Prospectus
beneficially owned an aggregate of 8,987 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules
included in the Company's Annual Report on Form 10-K, for the year ended
December 31, 1994, incorporated by reference in this Prospectus and in the
Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports.
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there
has been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or a solicitation by
anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer
or solicitation.
_________________________________
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
96,164 Shares
WICOR, Inc.
Common Stock
($1.00 par value)
_________________________
PROSPECTUS
_________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by
the Registrant in connection with the issuance and distribution of the
securities being registered hereby.
Securities and Exchange Commission registration fee . $ 896
Accounting fees and expenses . . . . . . . . . . . . 1,600
Legal fees and expenses . . . . . . . . . . . . . . . 3,000
Miscellaneous expenses . . . . . . . . . . . . . . . 1,504
-------
Total . . . . . . . . . . . . . . . . . . . . . $ 7,000
=======
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 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 (in
the latter case only) 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. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
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 in (a) through (d) above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's By-Laws is not exclusive of any other rights to
which a director or officer of the Registrant may be entitled.
The Company 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, as
amended.
Item 16. Exhibits.
Exhibit
Number Description of Document
(2.1) Agreement and Plan of Reorganization, dated as of July 28,
1993, among WICOR, Inc., Wisconsin Western Coastal Acquisition
Corp., Carr-Griff, Inc., and the shareholders of Carr-Griff,
Inc. (incorporated by reference to Exhibit 2.1 to WICOR, Inc.'s
Current Report on Form 8-K, dated as of July 28, 1993).*
(2.2) Asset Purchase Agreement by and among WICOR, Inc., Wisconsin
Western Coastal Acquisition Corp., Product Research and
Development and the partners of Product Research and
Development, dated as of July 28, 1993 (incorporated by
reference to Exhibit 2.2 to WICOR, Inc.'s Current Report on
Form 8-K, dated as of July 28, 1993).*
(2.3) Asset Purchase Agreement by and among WICOR, Inc., Wisconsin
Western Coastal Acquisition Corp., Saddleback Leasing Company
and the partners of Saddleback Leasing Company, dated as of
July 28, 1993 (incorporated by reference to Exhibit 2.3 to
WICOR, Inc.'s Current Report on Form 8-K, dated as of July 28,
1993).*
(4.1) Restated Articles of Incorporation of WICOR, Inc., as amended
(incorporated by reference to Exhibit 3.1 to WICOR, Inc.'s
Annual Report on Form 10-K for the year ended December 31,
1992).
(4.2) By-Laws of WICOR, Inc, as amended (incorporated by reference to
Exhibit 3.3 to WICOR, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994).
(4.3) Rights Agreement, dated as of August 29, 1989, between WICOR,
Inc. and Chemical Bank (f/k/a Manufacturers Hanover Trust
Company), as Rights Agent (incorporated by reference to Exhibit
4 to WICOR, Inc.'s Current Report on Form 8-K, dated as of
August 29, 1989).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP
(24) Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement).
* The schedules to this document are not being filed herewith. The
Registrant agrees to furnish supplementally a copy of any such
schedules to the Securities and Exchange Commission upon request.
<PAGE>
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;
(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 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 such 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) 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 foregoing provisions, 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.
<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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, and State of
Wisconsin, on this 19th day of May, 1995.
WICOR, INC.
By: /s/ GEORGE E. WARDEBERG
George E. Wardeberg
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints George E. Wardeberg and Joseph P.
Wenzler, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Signature Title
Date
/s/ GEORGE E. WARDEBERG President, Chief May 19, 1995
George E. Wardeberg Executive Officer and
Director (Principal
Executive Officer)
/s/ JOSEPH P. WENZLER Vice President, Treasurer May 19, 1995
Joseph P. Wenzler and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
/s/ WENDELL F. BUECHE Director May 19, 1995
Wendell F. Bueche
/s/ WILLIE D. DAVIS Director May 19, 1995
Willie D. Davis
/s/ JERE D. McGAFFEY Director May 19, 1995
Jere D. McGaffey
/s/ DANIEL F. McKEITHAN, Director May 19, 1995
JR.
Daniel F. McKeithan,
Jr.
/s/ GUY A. OSBORN Director May 19, 1995
Guy A. Osborn
/s/ THOMAS F. SCHRADER Director May 19, 1995
Thomas F. Schrader
/s/ STUART W. TISDALE Director May 19, 1995
Stuart W. Tisdale
/s/ ESSIE M. WHITELAW Director May 19, 1995
Essie M. Whitelaw
/s/ WILLIAM B. WINTER Director May 19, 1995
William B. Winter
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(2.1) Agreement and Plan of Reorganization, dated as of July 28, 1993,
among WICOR, Inc., Wisconsin Western Coastal Acquisition Corp.,
Carr-Griff, Inc., and the shareholders of Carr-Griff, Inc.
(incorporated by reference to Exhibit 2.1 to WICOR, Inc.'s
Current Report on Form 8-K, dated as of July 28, 1993).*
(2.2) Asset Purchase Agreement by and among WICOR, Inc., Wisconsin
Western Coastal Acquisition Corp., Product Research and
Development, dated as of July 28, 1993 (incorporated by
reference to Exhibit 2.2 to WICOR, Inc.'s Current Report on Form
8-K, dated as of July 28, 1993).*
(2.3) Asset Purchase Agreement by and among WICOR, Inc., Wisconsin
Western Coastal Acquisition Corp., Saddleback Leasing Company
and the partners of Saddleback Leasing Company, dated as of July
28, 1993 (incorporated by reference to Exhibit 2.3 to WICOR
Inc.'s Current Report on Form 8-K, dated as of July 28, 1993).*
(4.1) Restated Articles of Incorporation of WICOR, Inc, as amended
(incorporated by reference to Exhibit 3.1 to WICOR, Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1992).
(4.2) By-Laws of WICOR, Inc., as amended (incorporated by reference to
Exhibit 3.3 to WICOR, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994).
(4.3) Rights Agreement, dated as of August 29, 1989, between WICOR,
Inc. and Chemical Bank (f/k/a Manufacturers Hanover Trust
Company), as Rights Agent (incorporated by reference to Exhibit
4 to WICOR, Inc.'s Current Report on Form 8-K, dated as of
August 29, 1989).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP
(24) Power of Attorney relating to subsequent amendments (included on
the signature page to this Registration Statement).
* The schedules to this document are not being filed herewith.
The Registrant agrees to furnish supplementally a copy of any
such schedules to the Securities and Exchange Commission upon
request.
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
May 19, 1995
WICOR, Inc.
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Gentlemen:
We have acted as counsel for WICOR, Inc., a Wisconsin
corporation (the "Company"), with respect to the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"),
including the prospectus constituting a part thereof (the "Prospectus"),
to be filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the proposed sale by the selling shareholder listed therein
(the "Selling Shareholder") of up to 96,164 shares of Common Stock, $1.00
par value, of the Company (the "Common Stock") and the associated rights
to purchase shares of Common Stock accompanying each share of Common Stock
(the "Rights"), in the manner set forth in the Registration Statement and
Prospectus. The terms of the Rights are as set forth in that certain
Rights Agreement, dated as of August 29, 1989, by and between the Company
and Chemical Bank (f/k/a Manufacturers Hanover Trust Company), as rights
agent (the "Rights Agreement").
In connection with our representation, we have examined: (a)
the Registration Statement, including the Prospectus; (b) the Restated
Articles of Incorporation and By-laws of the Company, as amended to date;
(c) the Rights Agreement; and (d) such other proceedings, documents and
records as we have deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock offered by the Selling
Shareholder as contemplated in the Registration Statement are validly
issued, fully paid and nonassessable, except with respect to wage claims
of, or other debts owing to, employees of the Company for services
performed, but not exceeding six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law and as such section may be interpreted by a court of law.
3. The Rights are validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February
2, 1995 included in WICOR Inc.'s Form 10-K for the year ended December 31,
1994 and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 19, 1995
