SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-----------------------
Date of Report
(Date of earliest
event reported): April 26, 2000
WICOR, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 1-7951 39-1346701
- --------------- ---------------- -------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(414) 291-7026
-------------------------------
(Registrant's telephone number)
<PAGE>
Item 1. Changes in Control of Registrant.
A change of control of WICOR, Inc., a Wisconsin corporation ("WICOR"),
occurred on April 26, 2000, upon the effectiveness of the merger (the "Merger")
of WICOR with a wholly-owned subsidiary (the "Acquisition Subsidiary") of
Wisconsin Energy Corporation, a Wisconsin corporation ("Wisconsin Energy"),
pursuant to which WICOR, as the surviving corporation, became a wholly-owned
subsidiary of Wisconsin Energy. Pursuant to the terms of the Agreement and Plan
of Merger dated June 27, 1999, as subsequently amended (the "Merger Agreement"),
between WICOR, Wisconsin Energy and Acquisition Subsidiary, the shareholders of
WICOR received consideration valued at $31.50 per share of WICOR common stock.
The Acquisition Subsidiary paid a total of $1,195,004,412 in cash to the holders
of WICOR's 37,936,648 shares of the outstanding common stock (excluding 38,000
shares of restricted WICOR common stock issued in February 2000), and Wisconsin
Energy issued 57,745 shares of its restricted common stock to holders of the
38,000 shares of restricted WICOR common stock issued in February 2000. The cash
portion of the merger consideration was loaned to the Acquisition Subsidiary by
Wisconsin Energy, which raised the funds through the sale of commercial paper.
As provided in the Merger Agreement, George E. Wardeberg, the Chairman
and Chief Executive Officer of WICOR, was elected as a director and appointed as
Vice Chairman of the Board of Directors of Wisconsin Energy upon the
consummation of the Merger, and Willie D. Davis, an outside director of WICOR,
was also elected to the Wisconsin Energy Board of Directors upon the
consummation of the Merger.
-2-
<PAGE>
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: May 9 , 2000 By: /s/ Joseph P. Wenzler
---------------------------------
Joseph P. Wenzler
Senior Vice President and Chief
Financial Officer
-3-
<PAGE>
WICOR, INC.
Exhibit Index to Current Report on Form 8-K
Dated April 26, 2000
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger, dated as of June 27, 1999, as
amended as of September 9, 1999 by and among Wisconsin
Energy Corporation, WICOR, Inc. and CEW Acquisition, Inc.
(incorporated by reference to Appendix A to the joint proxy
statement/prospectus included in Wisconsin Energy
Corporation's Registration Statement on Form S-4 filed on
September 9, 1999 (File No. 333-86827))
2.2 Amendment to Agreement and Plan of Merger, dated as of
September 9, 1999 (incorporated by reference to Exhibit 2.2
to Wisconsin Energy Corporation's Registration Statement on
Form S-4 filed on September 9, 1999 (File No. 333-86827))
2.3 Second Amendment to Agreement and Plan of Merger, dated as
of April 26, 2000 (incorporated by reference to Exhibit 2.3
to Wisconsin Energy Corporation's Current Report on Form 8-K
dated April 26, 2000)
-4-
