SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): September 9, 1999
WICOR, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-7951 39-1346701
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address of principal executive offices, including zip code)
(414) 291-7026
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(Registrant's telephone number)
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Item 5. Other Events.
As previously reported in a Current Report on Form 8-K dated June 27,
1999, WICOR, Inc. (the "Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated June 27, 1999, by and between the Company,
Wisconsin Energy Corporation ("Wisconsin Energy") and CEW Acquisition, Inc.
("Acquisition"). Pursuant to the terms of the Merger Agreement and subject to
receipt of shareholder and regulatory approval, the Company and Acquisition will
merge and, as a result, the Company will become a wholly-owned subsidiary of
Wisconsin Energy. In the merger, shareholders of the Company will receive,
either in cash, in Wisconsin Energy common stock, or in a combination of cash
and stock, consideration valued at $31.50 for each share of Company common stock
they hold. In the event the merger occurs after July 1, 2000, the amount of the
merger consideration will increase daily by an amount computed at the rate of
approximately 6% simple interest per annum. The Company and Wisconsin Energy
have each scheduled a special meeting of shareholders to be held on October 27,
1999 to consider and approve the Merger Agreement and the transactions
contemplated thereby.
On July 2, 1999, following public announcement of the execution of the
Merger Agreement, an action was filed by a shareholder of the Company in the
Circuit Court of Milwaukee County, Wisconsin against the Company, all of the
members of its Board of Directors and Wisconsin Energy. The complaint alleges
that the consideration to be received by the shareholders of the Company in the
proposed merger is inadequate and unfair to shareholders of the Company. The
complaint also alleges that Wisconsin Energy aided, abetted and assisted in the
alleged breaches of the fiduciary duties of the individual defendants. The
complaint seeks certification as a class action on behalf of all shareholders of
the Company, an injunction against proceeding with the merger, an auction or
open bidding process for the sale of the Company, and unspecified damages.
On September 9, 1999, a stipulation of settlement was entered into
with respect to the shareholder action. The stipulation is subject to final
approval by the court, but is otherwise binding upon the parties to the action.
The stipulation provides that:
* The Company will amend its Rights Agreement (the "Rights
Agreement"), dated as of July 27, 1999, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., to increase
the ownership threshold that triggers the rights from 15% to 20%.
The Company entered into such an amendment to the Rights
Agreement on September 9, 1999. The amendment to the Rights
Agreement is attached as an exhibit to this Current Report on
Form 8-K and incorporated herein by reference.
* The Company and Wisconsin Energy agree to amend the Merger
Agreement to remove a provision regarding resisting certain types
of acquisition proposals for the Company and to reduce the
special fee payable by the Company upon termination of the Merger
Agreement in certain circumstances from $30 million to $25
million. The parties entered into an amendment to the Merger
Agreement on September 9, 1999 to effect these modifications. The
amendment to the Merger Agreement is attached as an exhibit to
this Current Report on Form 8-K and incorporated herein by
reference.
* The parties agree to use their best efforts to obtain court
certification of a shareholder class for settlement purposes,
from which members of the class
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cannot opt-out following an opportunity for class members to
address the court regarding the settlement, and which will
include all persons who were shareholders of the Company from
June 27, 1999, through the effective date of the merger.
* The parties agree to use their best efforts to obtain the
dismissal with prejudice of all claims asserted in the action or
which could have been asserted in the action.
* The Company and Wisconsin Energy agree not to oppose a petition
of plaintiff's counsel requesting the award of $430,000 of
attorneys' fees and expenses to be paid by the Company and
Wisconsin Energy upon the consummation of the settlement.
* The consummation of the settlement is subject to, and the related
amendments to the Merger Agreement described above are
conditioned upon, final court approval and the consummation of
the merger.
Although the Company believes that final court approval of the
settlement will be received, the court retains discretion to not grant approval
or to require modifications to the proposed settlement. In the event court
approval is not obtained, the Company intends to pursue a vigorous defense
against the action. If the court requires modifications to the settlement, the
Company would, in conjunction with Wisconsin Energy, evaluate the merits of the
modifications in determining whether to accept the modified settlement.
The joint press release of the Company and Wisconsin Energy issued on
September 9, 1999, relating to the foregoing matters is attached as an exhibit
to this Current Report on Form 8-K.
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Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(b) Exhibits. The following exhibits are being filed herewith:
(2.1)Amendment to Agreement and Plan of Merger, dated as of
September 9, 1999, by and among Wisconsin Energy
Corporation, WICOR, Inc. and CEW Acquisition, Inc.
(4.1)Amendment No. 1, dated as of September 9, 1999, to Rights
Agreement, dated as of July 27, 1999, by and between WICOR,
Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent [Incorporated by reference to Exhibit (4.1) to the
Registration Statement on Form 8-A/A of WICOR, Inc. dated as
of September 9, 1999 (Commission File No. 1-7951)]
(99.1) Joint Press Release of Wisconsin Energy Corporation and
WICOR, Inc., dated September 9, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WICOR, INC.
Date: September 9, 1999 By:/s/ Joseph P. Wenzler
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Joseph P. Wenzler
Senior Vice President and
Chief Financial Officer
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WICOR, INC.
Exhibit Index to Current Report on Form 8-K
Dated September 9, 1999
Exhibit
Number Description
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(2.1) Amendment to Agreement and Plan of Merger, dated as of September 9,
1999, by and among Wisconsin Energy Corporation, WICOR, Inc. and CEW
Acquisition, Inc.
(4.1) Amendment No. 1, dated as of September 9, 1999, to Rights Agreement,
dated as of July 27, 1999, by and between WICOR, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent [Incorporated by
reference to Exhibit (4.1) to the Registration Statement on Form 8-A/A
of WICOR, Inc. dated as of September 9, 1999 (Commission File No.
1-7951)]
(99.1) Joint Press Release of Wisconsin Energy Corporation and WICOR, Inc.,
dated September 9, 1999
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AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made as of this 9th
day of September, 1999 by and among WISCONSIN ENERGY CORPORATION ("Wisconsin
Energy"), WICOR, INC. ("WICOR") and CEW ACQUISITION, INC. ("Acquisition").
RECITALS
WHEREAS, Wisconsin Energy, WICOR and Acquisition are parties to an
Agreement and Plan of Merger dated as of June 27, 1999 (the "Merger Agreement");
and
WHEREAS, WICOR and Wisconsin Energy are parties to a lawsuit filed in
the Circuit Court of Milwaukee County, Wisconsin as Case No. 99-CV-005395
entitled Halpren v. George E. Wardeberg et al. (the "Action"); and
WHEREAS, the parties to the Action have reached a settlement
concerning the matters in the Action pursuant to a Memorandum of Understanding
dated August 27, 1999 (the "Memorandum"); and
WHEREAS, the parties wish to amend the Merger Agreement as set forth
in this Amendment to Agreement and Plan of Merger.
NOW THEREFORE, in consideration of the Recitals and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed that:
1. Amendments. The Merger Agreement is hereby amended as follows:
(a) The third sentence of Section 3.9(c) of the Merger
Agreement is deleted.
(b) The number "$30,000,000" as the Special Fee in Section
3.9(e) of the Merger Agreement is changed to "$25,000,000".
2. Effectiveness. This Amendment to Agreement and Plan of Merger shall
be of no further force and effect if the Memorandum is "null and void" pursuant
to the provisions of paragraph 7 of the Memorandum.
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3. Continuance of Merger Agreement. Except as specifically amended by
this Amendment to Agreement and Plan of Merger, the Merger Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
Agreement and Plan of Merger to be duly executed as of the day and year first
above written.
WISCONSIN ENERGY CORPORATION
By /s/ Richard A. Abdoo
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Richard A. Abdoo,
Chairman of the Board, President
and Chief Executive Officer
WICOR, INC.
By /s/ George E. Wardeberg
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George E. Wardeberg,
Chairman and Chief Executive Officer
CEW ACQUISITION, INC.
By /s/ Richard A. Abdoo
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Richard A. Abdoo,
Chairman of the Board, President
and Chief Executive Officer
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FOR IMMEDIATE RELEASE
(WISCONSIN ENERGY AND WICOR REACH SETTLEMENT ON LITIGATION
RELATED TO PROPOSED MERGER)
MILWAUKEE, WI (September 9, 1999)--Wisconsin Energy Corporation (NYSE:WEC) and
WICOR, Inc. (NYSE:WIC) today announced that they have reached a stipulation of
settlement in connection with litigation filed in July by a shareholder
challenging the proposed merger of the companies. The combination of Wisconsin
Energy and WICOR was publicly announced on June 28, 1999.
As part of the stipulation, Wisconsin Energy and WICOR have amended
their merger agreement to remove a provision regarding resisting certain types
of acquisition proposals for WICOR and to reduce the special fee payable by
WICOR upon termination of the merger agreement in certain circumstances from $30
million to $25 million. WICOR has also amended its shareholder rights agreement
to increase the ownership threshold that triggers the rights from 15% to 20%. In
addition, Wisconsin Energy and WICOR have agreed to pay plaintiff's counsel
$430,000 for attorneys' fees and expenses upon consummation of the settlement.
The plaintiff has agreed to dismiss all of his claims against
Wisconsin Energy and WICOR upon settlement.
The consummation of the settlement is subject to, and the related
amendments to the merger agreement are conditioned upon, final court approval of
the terms of the settlement and completion of the merger.
WICOR is a Milwaukee-based, diversified holding company operating six
subsidiaries in two industries: energy services and pump manufacturing. The
subsidiaries are Wisconsin Gas, WICOR Energy, FieldTech, Sta-Rite Industries,
(more)
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SETTLEMENT/2
SHURflo Pump Manufacturing Company and Hypro Corporation.
Wisconsin Energy Corporation is a holding company with subsidiaries in
utility and non-utility businesses. Its principal subsidiaries are Wisconsin
Electric, Edison Sault Electric, Wisvest, Minergy and Wispark.
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Media Contacts:
Wisconsin Energy Rick White
414/221-2444
WICOR Kathleen Sieja
414/291-6950
