As filed with the Securities and Exchange Commission on November 15, 1995
Registration No. 33-63565
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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)
______________________
Joseph P. Wenzler
Vice President, Treasurer and Chief Financial 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, Esq. David P. Falck, Esq.
Foley & Lardner Winthrop, Stimson, Putnam
777 East Wisconsin & Roberts
Avenue One Battery Park Plaza
Milwaukee, Wisconsin New York, New York 10004-
53202-5367 1490
(414) 271-2400 (212) 858-1000
______________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
______________________
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) of 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 the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
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.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 15, 1995
PROSPECTUS
1,100,000 Shares
WICOR, Inc.
Common Stock
____________________
WICOR, Inc. (the "Company") is offering hereby 1,100,000 shares of
its common stock, $1.00 par value (the "Common Stock"). The Common Stock
is listed on the New York Stock Exchange under the symbol WIC. On
November 14, 1995, the last reported sale price of the Common Stock on the
New York Stock Exchange was $30.00 per share.
____________________
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.
Price to Underwriting Proceeds to
Public Discount(1) Company(2)
Per Share . . . . . . . . . . $ $ $
Total(3) . . . . . . . . . . $ $ $
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at
$175,000.
(3) The Company has granted the Underwriters an option, exercisable for
30 days after the date of this Prospectus, to purchase up to an
additional 165,000 shares of Common Stock to cover over-allotments,
if any. If all of such additional shares are purchased, the total
Price to Public, Underwriting Discount and Proceeds to Company will
be $ , $ and $ , respectively. See
"Underwriting."
____________________
The shares of Common Stock offered hereby are offered by the
Underwriters, subject to prior sale, when, as and if issued to and
accepted by them and subject to approval of certain legal matters by
counsel for the Underwriters and to certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer
and to reject orders in whole or in part. It is expected that delivery of
the Common Stock will be made in New York, New York, on or about
, 1995.
____________________
Merrill Lynch & Co.
Dean Witter Reynolds Inc.
Robert W. Baird & Co.
Incorporated
____________________
The date of this Prospectus is , 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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 Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northeast Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048, and Midwest Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material also may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., 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
(File No. 1-7951) 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 Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1995.
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 information relating to the Company contained in this Prospectus
summarizes, is based upon, or refers to, information and financial
statements contained in one or more of the documents incorporated herein
by reference; accordingly, such information contained herein is qualified
in its entirety by reference to such documents incorporated herein by
reference and should be read in conjunction therewith.
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).
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and consolidated financial statements appearing
elsewhere in this Prospectus or in the documents incorporated in this
Prospectus by reference. All references to the Company herein include the
Company and all of its subsidiaries, except where the context otherwise
indicates. Unless otherwise indicated, the information contained in this
Prospectus assumes that the Underwriters' over-allotment option is not
exercised.
The Offering
Company . . . . . . . . . . WICOR, Inc.
Common Stock Offered . . . 1,100,000 shares
Common Stock to be
Outstanding after the
Offering . . . . . . . . 18,066,894 shares
Use of Proceeds . . . . . . To finance a portion of the
purchase price of the Company's
July 1995 acquisition of Hypro
Corporation. See "Use of
Proceeds."
New York Stock Exchange
Symbol . . . . . . . . . . WIC
Price Range on the New York
Stock Exchange from
January 1, 1995 through
November 14, 1995 . . . . High: $30.875 Low: $26.625
Last Reported Sale Price on
the New York Stock
Exchange on November 14,
1995 . . . . . . . . . . $30.00
Current Indicated Annual
Dividend Rate . . . . . . . $1.64
The Company
The Company is a diversified holding company with two principal
business groups: natural gas distribution and related services, and
manufacturing of pumps and processing equipment used to pump, control,
transfer, hold and filter water and other fluids. The Company engages in
natural gas distribution through its Wisconsin Gas Company subsidiary
("Wisconsin Gas"). Wisconsin Gas is the oldest and largest natural gas
distribution utility in Wisconsin. For the year ended December 31, 1994,
Wisconsin Gas served approximately 495,000 customers in 496 communities.
Wisconsin Gas generated $556.6 million or 64.1% of the Company's 1994
operating revenues and $18.9 million or 57.0% of the Company's 1994 net
income. Through several nonutility subsidiaries, the Company also engages
in the manufacture and sale of pumps and processing equipment. The
Company's products primarily have water system, pool and spa,
agricultural, recreational vehicle ("RV")/marine and beverage/food service
applications. The Company markets its manufactured products in 100
countries. The Company's manufacturing subsidiaries generated $311.2
million or 35.9% of the Company's 1994 operating revenues and $14.3
million or 43.0% of the Company's 1994 net income.
Summary of Consolidated Financial Data
(Dollars in thousands except for per share amounts)
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
1995 1994 1994 1993 1992
(Unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Operating Revenues:
Gas Distribution . . $357,553 $418,172 $556,587 $574,835 $495,415
Manufacturing . . . . 253,688 239,569 311,168 274,693 251,994
Total Operating Revenues
611,241 657,741 867,755 849,528 747,409
Operating Income . . . . . 48,271 46,276 66,610 63,951 53,315
Net Income . . . . . . . . 22,523 21,131 33,174 29,313 14,799(1)
Weighted Average Number of
Shares Outstanding (000) . 16,941 16,650 16,708 16,096 15,490
Earnings Per Common Share . $ 1.33 $ 1.27 $ 1.99 $ 1.82 $ .96(1)
Cash Dividends Per Share of
Common Stock . . . . . . 1.21 1.18 1.58 1.54 1.50
Operating Data:
Degree Days . . . . . . . . 4,251 4,577 6,431 6,775 6,683
Gas Sold and Transported
(Millions of Therms)
Sold . . . . . . . . . . 789 779 1,077 1,031 956
Transported . . . . . . . 88 86 119 174 214
Total . . . . . . . . . . 877 865 1,196 1,205 1,170
<CAPTION>
At September 30, 1995
Actual As Adjusted(2)(3)
(Unaudited)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Total Assets . . . . . . . . . . . $919,610 $919,610
Short-Term Debt . . . . . . . . . 102,916 57,046
Capitalization:
Long-Term Debt . . . . . . . . . . $168,488 36.3% $183,488 35.9%
Common Stock Equity . . . . . . . . 295,301 63.7% 327,001 64.1%
Total Capitalization . . . . . . $463,789 100.0% $510,489 100.0%
<FN>
_______________________
(1) Effective January 1, 1992, the Company adopted Statement of Financial Accounting Standard Nos. 106 and
109, resulting in a $6.2 million ($.40 per share) and a $1.8 million ($.11 per share) charge,
respectively, to net income for the year ended December 31, 1992.
(2) On November 13, 1995, Wisconsin Gas sold $65 million aggregate principal amount of its 6-3/8% Notes
due 2005 in an underwritten public offering. The $64.2 million net proceeds of such offering will be used
(i) to redeem, on December 1, 1995, $50 million aggregate principal amount of Wisconsin Gas' 9-1/8% Notes
due 1997 and (ii) to repay short-term debt. The adjusted financial information in the table above at
September 30, 1995 reflects such offering and the proposed application of the net proceeds therefrom.
(3) Adjusted to reflect the sale of 1,100,000 shares of Common Stock offered by the Company hereby and
assuming the application of the estimated $31.7 million net proceeds therefrom to repay short-term debt.
See "Use of Proceeds."
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock, estimated at
$31.7 million, will be contributed to Hypro Corporation ("Hypro"), a
wholly-owned subsidiary of the Company, and will be used to repay a
portion of the borrowings under the credit facility entered into in
connection with the July 1995 acquisition of Hypro. See "Recent
Development." Amounts borrowed under this credit facility accrued
interest at an annual rate of approximately 6.1% as of November 14,
1995, and mature in July 1996.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol WIC. The closing price for the Common Stock on November
14, 1995 was $30.00. The following table sets forth the quarterly high
and low closing prices per share of the Common Stock as reported on the
New York Stock Exchange and the dividends declared per share of Common
Stock for the periods indicated.
Stock Price Cash
Dividends
High Low Declared
Fiscal Period
1993:
First Quarter . . . . . . $29.000 $25.625 $0.38
Second Quarter . . . . . . 31.375 27.750 0.38
Third Quarter . . . . . . 32.750 29.375 0.39
Fourth Quarter . . . . . . 32.875 28.000 0.39
1994:
First Quarter . . . . . . $32.625 $27.000 $0.39
Second Quarter . . . . . . 31.125 25.500 0.39
Third Quarter . . . . . . 31.125 28.125 0.40
Fourth Quarter . . . . . . 29.500 25.875 0.40
1995:
First Quarter . . . . . . $30.500 $27.250 $0.40
Second Quarter . . . . . . 29.750 26.625 0.40
Third Quarter . . . . . . 30.875 27.125 0.41
Fourth Quarter (through
November 14, 1995) . . . 30.375 29.500 0.41
Certain of the Company's subsidiaries are subject to limitations or
restrictions on their ability to declare and pay dividends to the Company.
A November 1993 rate order of the Public Service Commission of Wisconsin
("PSCW") requires Wisconsin Gas to request PSCW approval prior to payment
of dividends on its common stock to the Company if the payment would
reduce its common equity (net assets) below 43% of total capitalization
(including short-term debt). Under this requirement, $29.3 million of
Wisconsin Gas' net assets at September 30, 1995 were available for such
dividends without PSCW approval. In addition, the PSCW must also approve
any dividends in excess of $16 million for the 12 month period beginning
November 1 of each year if such dividends would dilute Wisconsin Gas'
total equity below 48.43% of its total capitalization. Wisconsin Gas paid
$16 million in dividends for the 12 months ending October 31, 1995, and
its ratio of equity to total capitalization as of September 30, 1995 was
50.93%.
In connection with its long-term debt agreements, Sta-Rite
Industries, Inc. ("Sta-Rite"), a manufacturing subsidiary of the Company,
is subject to restrictions on working capital, shareholder's equity and
debt. These agreements also limit the amount of retained earnings
available for the payment of cash dividends to the Company and for certain
investments. At September 30, 1995, $6.8 million of Sta-Rite's net assets
were available for payment of dividends to the Company.
Future dividends will depend on future earnings, future rates allowed
Wisconsin Gas, the cash position and financial condition of the Company
and its subsidiaries and other factors. At current dividend rates, after
giving effect to the issuance of the shares in this offering (assuming the
Underwriters' over-allotment option is not exercised), the Company's
quarterly dividend payments on its outstanding Common Stock will be
approximately $7.4 million.
THE COMPANY
The Company is a diversified holding company with two principal
business groups: natural gas distribution and related services, and
manufacturing of pumps and processing equipment used to pump, control,
transfer, hold and filter water and other fluids. The Company engages in
natural gas distribution through Wisconsin Gas, the oldest and largest
natural gas distribution utility in Wisconsin. At December 31, 1994,
Wisconsin Gas served approximately 495,000 customers in 496 communities.
Wisconsin Gas generated $556.6 million or 64.1% of the Company's 1994
operating revenues and $18.9 million or 57.0% of the Company's 1994 net
income. Through several nonutility subsidiaries, the Company also engages
in the manufacture and sale of pumps and processing equipment. The
Company's products primarily have water system, pool and spa,
agricultural, RV/marine and beverage/food service applications. The
Company markets its manufactured products in 100 countries. The Company's
manufacturing subsidiaries generated $311.2 million or 35.9% of the
Company's 1994 operating revenues and $14.3 million or 43.0% of the
Company's 1994 net income. 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. The Company is incorporated under
the laws of the State of Wisconsin and is exempt from registration as a
holding company under the Public Utility Holding Company Act of 1935, as
amended.
Natural Gas Distribution and Related Services Business
The Company's primary energy business is the distribution of natural
gas through its Wisconsin Gas subsidiary, which is a regulated public
utility. In response to regulatory changes in the natural gas industry,
the Company also has recently begun to expand its natural gas related
business to include selling natural gas supply services and marketing
energy related retail products and services, as well as marketing the
Company's expertise in managing meter reading and billing services for
gas, water and electric utilities.
Distribution of Natural Gas. 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. During 1994, Wisconsin Gas added more than 10,000 new
customers.
Wisconsin Gas' business is highly seasonal, particularly as to
residential and commercial sales for space heating purposes, with a
substantial portion of its sales occurring in the winter heating season.
Most of Wisconsin Gas' large commercial and industrial customers are
dual-fuel customers that are equipped to switch between natural gas and
alternate fuels. Wisconsin Gas actively assists customers in buying gas,
arranging transportation and managing other aspects of acquisition,
transportation and use of natural gas in order to facilitate customers'
decision to use natural gas rather than alternate fuels.
For the year ended December 31, 1994, Wisconsin Gas delivered 1,196
million therms of natural gas to its customers (1 therm equals 100,000
BTU's). Of this total, residential customers accounted for approximately
38.8%, commercial customers approximately 15.5%, large volume commercial
and industrial customers approximately 12.2%, commercial and industrial
interruptible customers approximately 23.6%, and transportation-only
customers approximately 9.9%. Wisconsin Gas earns the same margin
(difference between revenue and cost of natural gas) whether it sells
natural gas to customers or transports customer-owned gas.
Wisconsin Gas is subject to the jurisdiction of the PSCW as to
various phases of its operations, including rates, service and issuance of
securities. The PSCW has instituted a generic proceeding to consider how
its regulation of gas distribution utilities should change to reflect the
changing competitive environment in the gas industry. To date, the PSCW
has made a policy decision to deregulate gas costs for customer segments
with workably competitive market choices. Hearings are scheduled to begin
in January 1996, with the expectation that the general policy decisions
defining the scope of a new regulatory framework will be made by the end
of 1996. The Company is unable to determine what impact this proceeding
may have on Wisconsin Gas' future operations.
Other Natural Gas Related Businesses. In the spring of 1995, the
Company formed two non-regulated energy services-related businesses, WICOR
Energy Services Company, a wholly owned subsidiary of the Company, and
FieldTech, a division of Wisconsin Gas. These businesses offer a variety
of services, including natural gas supply and related services; energy and
risk management; and contract meter reading, field management and billing
services for public and municipal gas, water and electric utilities. The
Company views these businesses as important elements in meeting increasing
competitive challenges in the natural gas industry and as a new source of
growth for its energy related operations. The revenues derived from these
businesses are not, however, material to the Company at the present time.
Business Strategy. The Company's strategy for growing its natural
gas distribution business is to add new customers through on-main
additions and, when appropriate, to expand its distribution system to
serve more communities. In addition, the Company intends to expand its
existing gas equipment leasing program and offer pipe construction and
maintenance service to municipal utilities. Finally, as deregulation
continues to open natural gas markets, the Company intends to provide
additional services, such as load forecasting and information services, to
natural gas consumers, marketers and shippers.
The Company's strategy for growing its non-regulated natural gas
related business is to offer new services to existing customers and to
seek to exploit opportunities in the developing market for non-regulated
energy services. These growth opportunities include providing natural gas
supply and related services; energy and risk management services for large
customers; developing and marketing energy products and services for
residential and small commercial customers; selling other forms of energy
(such as oil and electricity); and providing contract meter reading, field
management, and turnkey automated meter reading programs for public and
municipal gas, water and electric utilities.
Manufacturing Business
Through its manufacturing subsidiaries, the Company manufactures and
sells pumps and processing equipment used to pump, control, transfer, hold
and filter water and other fluids for a wide array of specialized
applications and markets. The Company operates fourteen manufacturing
plants in six countries, including seven plants in the United States, and
has twenty-four sales/distribution centers in ten countries, including ten
centers in the United States.
Products and Markets. The Company's water and fluid pumping and
processing products are sold in five major markets and several smaller
markets. The five major markets below accounted for approximately 91% of
the Company's 1994 manufacturing operating revenues (adjusted on a pro
forma basis to include Hypro's revenues for such period), with the water
systems, pool/spa and agricultural markets providing 49%, 19% and 12% of
such revenues, respectively. Products are distributed through
professional well drillers and plumbers (62%), retail stores (21%) and
original equipment manufacturers (17%).
Water Systems Market: The Company manufactures and sells
pumps, water storage and pressure tanks, and filters used to
supply groundwater for residential, commercial and farm use in
areas not served by municipal water systems.
Pool/Spa Market: The Company manufactures and sells pumps,
filters and accessories used in private and public swimming
pools, spas and hot tubs.
Agricultural Market: The Company manufactures and sells
pumps for agricultural and spot spraying and irrigation.
Primary uses include crop, turf and lawn spraying, irrigation
and pest control.
RV/Marine Market: The Company manufactures and sells pumps
used in potable water systems in motor homes, travel trailers
and boats, and bilge pumping systems, live well pumping systems
and wash down systems for marine applications. The Company also
manufactures and sells pumps used in engine cooling systems for
marine applications.
Beverage/Food Service Market: The Company manufactures and
sells pumps used for pumping soft drinks, condiments and other
food service products in restaurants and cafeterias.
Other Markets: The Company manufactures and sells a
variety of other pumps and accessories used in industrial, water
purification, high-pressure cleaning fire protection, sewage
removal, and water fountain systems.
Certain of the Company's products hold a significant share of the
markets in which they are sold. The Company believes it has the number
one or number two position in certain segments of the pump market for
water systems, agricultural, pool, recreational vehicle and beverage
applications. The Company's products are marketed under various brand
names, including Sta-Rite/R/, Berkeley/R/, Flotec/R/, Onga, Nocchi,
AquaTools, SHURflo/R/, Hypro/R/, SherTech/R/ and FoamPro/R/.
International Operations. The Company manufactures and sells the
products identified above to international markets through its
international subsidiaries and exports from the United States. The
Company has manufacturing facilities in Australia, Germany, Italy, New
Zealand and Russia, and sales/distribution centers in Australia, France,
Canada, England, Italy, Mexico, New Zealand and Singapore. Products are
sold in approximately 100 countries. Of the Company's 1994 manufacturing
operating revenues (adjusted on a pro forma basis to include Hypro's
revenues for such period), sales in North America accounted for 74%;
Australia accounted for 11%; Europe accounted for 11%; and Asia accounted
for 4%.
International and export sales have grown steadily over the past
decade, increasing from $20 million in 1985 to $114 million in 1994 and
accounted for 37% of 1994 manufacturing revenues.
Business Strategy. The Company's strategy for growing its
manufacturing business is based on making strategic acquisitions,
introducing new products to existing or related markets, continuing
international expansion and expanding its product distribution network.
Management believes that international markets offer the Company its
greatest opportunities for growth.
The pump and fluid processing equipment industry in which the Company
competes is generally fragmented, and acquisitions are a key part of the
Company's manufacturing business growth strategy. Beginning with Sta-Rite
in 1982, the Company has made twelve acquisitions related to the pump and
water processing equipment business. The 1993 acquisition of SHURflo Pump
Manufacturing Company and the 1995 acquisition of Hypro were strategic
transactions intended to improve the Company's market balance. The two
acquisitions expanded the Company's market mix by adding new products that
are sold principally to original equipment manufacturers in the
agricultural, RV/marine and the beverage/food service markets and added
higher-margin products to the Company's product mix.
The Company believes that new products are essential to the growth of
its manufacturing business, and intends to continue its commitment to new
product development. Investment in the business, primarily capital
expenditures and product research and development, exceeded $50 million in
the aggregate over the past five years. Management believes that
promising areas for new product development include water purification
systems, pumps for above-ground swimming pools and garden pools, fire
protection pump systems and food service pumps.
Historically, the PSCW has imposed restrictions on public utility
holding companies in Wisconsin, including the Company, relating to future
nonutility investments. The PSCW has ordered that Wisconsin Gas remain
the predominant business, as measured by equity, within the Company's
holding company system. In addition, the debt of the Company's non-
utility subsidiaries is not permitted to exceed 40% of the total
capitalization of such subsidiaries pursuant to an order of the PSCW.
After giving effect to the sale of the Common Stock offered hereby and the
application of the estimated net proceeds of $31.7 million therefrom as
described in "Use of Proceeds," the amount allowable for future nonutility
investment would be $100.9 million as of September 30, 1995.
RECENT DEVELOPMENT
On July 19, 1995, the Company acquired Hypro in a merger for $58
million in cash and the assumption of $13.3 million in operating
liabilities. The acquisition was financed with borrowings under a credit
facility entered into in connection with the acquisition. The Company
intends to use the proceeds of the offering of the Common Stock to repay a
portion of the borrowings under this credit facility. See "Use of
Proceeds." Hypro designs, manufactures and markets pumps and water
processing equipment for the agricultural, high-pressure cleaning, marine,
industrial and fire protection markets. The acquisition of Hypro was
accounted for using the purchase method of accounting. The cost in excess
of net assets acquired was approximately $58 million and is being
amortized over forty years. For the year ended September 30, 1994, Hypro
had revenues of $41.1 million and operating income of $5.7 million.
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 November 14, 1995, there were 16,966,894
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. See
"Price Range of Common Stock and 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 represented at any meeting of
shareholders are entitled to elect all of the directors to be elected at
any such meeting. 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 PSCW.
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 hereby when issued and paid for in
the manner described herein will be 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, as Rights
Agent. Pursuant to the Rights Agreement, each outstanding share of Common
Stock 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, including the shares sold in this offering, 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 or separable 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 such corporation or an affiliated 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.
UNDERWRITING
Subject to the terms and conditions set forth in the Purchase
Agreement, the Company has agreed to sell to each of the Underwriters
named below (the "Underwriters") and each of the Underwriters has
severally agreed to purchase, the aggregate number of shares of Common
Stock set forth opposite their respective names:
Number
Underwriter of Shares
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . .
Dean Witter Reynolds Inc. . . . . . . . . .
Robert W. Baird & Co. Incorporated . . . .
_________
Total . . . . . . . . . . . . . . 1,100,000
=========
In the Purchase Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of
the shares of Common Stock if any shares of Common Stock are purchased.
The Underwriters have advised the Company that they propose initially
to offer the Common Stock to the public at the public offering price set
forth on the cover page of this Prospectus, and to certain dealers at such
price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may reallow, a discount not in
excess $ per share to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be
changed.
The Company has granted the Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
165,000 additional shares of Common Stock at the public offering price set
forth on the cover page of this Prospectus, less the underwriting
discount. The Underwriters may exercise this option only to cover over-
allotments, if any, made on the sale of the Common Stock offered hereby.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or in certain circumstances, to contribute to payments which the
Underwriters may be required to make in respect thereof.
Robert W. Baird & Co. Incorporated acted as financial advisor to the
Company in connection with the July 1995 acquisition of Hypro. See
"Recent Development."
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 and for the Underwriters by Winthrop, Stimson, Putnam
& Roberts, New York, New York. Jere D. McGaffey, a partner of Foley &
Lardner, is a director of the Company. As of September 30, 1995, Foley &
Lardner attorneys who participated in the preparation of this Prospectus
beneficially owned an aggregate of 9,045 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 by the Company or any Underwriter. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
Common Stock in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has not been any change in the facts set
forth in this Prospectus or in the affairs of the Company since the date
hereof.
_________________________________
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Price Range of Common Stock and
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Recent Development . . . . . . . . . . . . . . . . . . . . . . . . . 11
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . 11
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
==========================================================================
<PAGE>
==========================================================================
1,100,000 Shares
WICOR, Inc.
Common Stock
_________________________
PROSPECTUS
_________________________
Merrill Lynch & Co.
Dean Witter Reynolds Inc.
Robert W. Baird & Co.
Incorporated
, 1995
=========================================================================
<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 $ 13,114
registration fee . . . . . . . . . . . . .
National Association of Securities Dealers 4,303
filing fee . . . . . . . . . . . . . . . .
New York Stock Exchange listing fee . . . . 4,500
Printing and engraving expenses . . . . . . 50,000
Blue Sky fees and expenses . . . . . . . . 5,000
Transfer Agent and Registrar's fee . . . . 1,000
Accounting fees and expenses . . . . . . . 17,000
Legal fees and expenses . . . . . . . . . . 75,000
Miscellaneous expenses . . . . . . . . . . 5,083
--------
Total . . . . . . . . . . . . . . . . $175,000
========
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
(1) Form of Purchase Agreement.
(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.
(5) Opinion of Foley & Lardner.
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP
(24) Powers of Attorney relating to subsequent amendments.
Item 17. Undertakings.
(a) 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.
(b) 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.
(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
Rule 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.
<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, and State of Wisconsin, on this 15th day of November, 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
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ George E. Wardeberg President, Chief November 15, 1995
George E. Wardeberg Executive Office
r and Director
(Principal
Executive
Officer)
/s/ Joseph P. Wenzler Vice President, November 15, 1995
Joseph P. Wenzler Treasurer
and Chief
Financial
Officer
(Principal
Financial and
Accounting
Officer)
Wendell F. Bueche* Director November 15, 1995
Willie D. Davis* Director November 15, 1995
Jere D. McGaffey* Director November 15, 1995
Daniel F. McKeithan, Jr.* Director November 15, 1995
Guy A. Osborn* Director November 15, 1995
Thomas F. Schrader* Director November 15, 1995
Stuart W. Tisdale* Director November 15, 1995
Essie M. Whitelaw* Director November 15, 1995
William B. Winter* Director November 15, 1995
* By /s/ Joseph P. Wenzler
Joseph P. Wenzler
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(1) Form of Purchase Agreement.*
(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.*
(5) Opinion of Foley & Lardner.*
(23.1) Consent of Foley & Lardner (included in Exhibit (5)).
(23.2) Consent of Arthur Andersen LLP
(24) Powers of Attorney relating to subsequent amendments.*
*Previously filed.
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 and incorporated by reference 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.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
November 15, 1995
