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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NORTHERN STATES POWER COMPANY
a Minnesota corporation
(Name of Issuer)
Common Stock, $2.50 Par Value Per Share
(Title of Class of Securities)
665772 10 9
(CUSIP Number)
J. G. Remmel
Vice President, Treasurer and Chief Financial Officer,
Wisconsin Energy Corporation,
231 West Michigan Street, P.O. Box 2949,
Milwaukee, Wisconsin 53201
(414) 221-2765
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X].
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SCHEDULE 13D
CUSIP No. 665772 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Wisconsin Energy Corporation
39-1391525
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds
WC/OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Wisconsin
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
13,387,772*
8. Shared Voting Power
0
9. Sole Dispositive Power
13,387,772*
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,387,772*
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
16.6%
14. Type of Reporting Person
HC
* Beneficial ownership disclaimed. See Item 5 below.
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ITEM 1. SECURITY AND ISSUER.
Name of Issuer and Address of Principal Executive Offices:
Northern States Power Company ("NSP")
414 Nicollet Mall
Minneapolis, MN 55401
Security to Which This Statement Relates:
Common Stock, $2.50 Par Value Per Share
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This Schedule 13D is filed on behalf of Wisconsin Energy
Corporation, a Wisconsin corporation ("WEC"). WEC is a public utility holding
company whose principal subsidiaries are Wisconsin Electric Power Company
("WEPCO") and Wisconsin Natural Gas Company ("WNG"). WEC also has certain
non-utility subsidiaries. The principal business and office address of WEC is
231 West Michigan Street, Milwaukee, Wisconsin 53203.
Pursuant to General Instruction C of Schedule 13D, the names, business
addresses, principal occupations and citizenship of the executive officers and
directors of WEC are set forth in Annex A hereto and are incorporated herein
by reference.
(d) and (e). During the last five years, WEC and, to the knowledge of WEC,
WEC's executive officers and directors have not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Concurrently with entering into the Merger Agreement (defined in Item 4
below), WEC was granted the Option (defined in Item 4 below). None of the
triggering events permitting exercise of the Option have occurred as of the
date of this Schedule 13D. In the event that the Option becomes exercisable
and WEC wishes to purchase for cash the NSP Common Stock subject thereto, WEC
will fund the exercise price from working capital or through other sources,
which could include borrowings.
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ITEM 4. PURPOSE OF THE TRANSACTION.
WEC, NSP, Northern Power Wisconsin Corp., a Wisconsin corporation and wholly-
owned subsidiary of NSP ("New NSP") and WEC Sub Corp., a Wisconsin corporation
and wholly-owned subsidiary of WEC ("WEC Sub"), have entered into an Agreement
and Plan of Merger, dated as of April 28, 1995 (the "Merger Agreement"), which
provides for a strategic business combination involving NSP and WEC in a
"merger-of-equals" transaction (the "Transaction"). The Transaction, which
was unanimously approved by the Boards of Directors of the constituent
companies, is expected to close shortly after all of the conditions to the
consummation of the Transaction, including obtaining applicable regulatory
approvals, are met or waived. The regulatory approval process is expected to
take approximately 12 to 18 months.
In the Transaction, the holding company of the combined enterprise will be
registered under the Public Utility Holding Company Act of 1935, as amended.
The holding company will be named Primergy Corporation ("Primergy") and will
be the parent company of both New NSP (which, for regulatory reasons, will
reincorporate in Wisconsin) and WEC's present principal utility subsidiary,
WEPCO, which will be renamed "Wisconsin Energy Company." Wisconsin Energy
Company will include the operations of WEC's other present utility subsidiary,
WNG, which is anticipated to be merged into WEPCO by year-end 1995, pending
regulatory approval, as previously planned. It is anticipated that, following
the Transaction, NSP's Wisconsin utility subsidiary, Northern States Power
Company, a Wisconsin corporation, will be merged into Wisconsin Energy
Company.
The Merger Agreement is incorporated herein by reference to Exhibit (2)-1 to
WEC's Current Report on Form 8-K dated April 28, 1995 (the "April 28, 1995
Form 8-K"), as filed with the Securities and Exchange Commission (the "SEC")
on May 3, 1995. The description of the Merger Agreement set forth herein does
not purport to be complete and is qualified in its entirety by the provisions
of the Merger Agreement.
Under the terms of the Merger Agreement, NSP will be merged with and into New
NSP and immediately thereafter WEC Sub will be merged with and into New NSP,
with New NSP being the surviving corporation. Each outstanding share of
Common Stock, par value $2.50 per share, of NSP will be cancelled and
converted into the right to receive 1.626 shares of Common Stock, par value
$.01 per share, of Primergy ("Primergy Common Stock"). The outstanding shares
of WEC Common Stock, par value $.01 per share, will remain outstanding,
unchanged, as shares of Primergy Common Stock. As of the date of the Merger
Agreement, NSP had 67.3 million common shares outstanding and WEC had
109.4 million common shares outstanding. Based on such capitalization, the
Transaction would result in the common shareholders of NSP receiving 50% of
the common equity of Primergy and the common shareholders of WEC owning the
other 50% of the common equity of Primergy. Each outstanding share of
Cumulative Preferred Stock, par value $100.00 per share, of NSP will be
cancelled and converted into the right to receive one share of Cumulative
Preferred Stock, par value $100.00 per share, of New NSP with identical rights
(including dividend rights) and designations. WEPCO's outstanding preferred
stock will be unchanged in the Transaction.
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It is anticipated that Primergy will adopt NSP's dividend payment level
adjusted for the exchange ratio. NSP currently pays $2.64 per share annually,
and WEC's annual dividend rate is currently $1.47 per share. Based on the
exchange ratio and NSP's current dividend rate, the pro forma dividend rate
for Primergy would be $1.62 per share.
The Transaction is subject to customary closing conditions, including, without
limitation, the receipt of required shareholder approvals of WEC and NSP; and
the receipt of all necessary governmental approvals and the making of all
necessary governmental filings, including approvals of state utility
regulators in Wisconsin, Minnesota and certain other states, the approval of
the Federal Energy Regulatory Commission, the SEC and the Nuclear Regulatory
Commission, and the filing of the requisite notification with the Federal
Trade Commission and the Department of Justice under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the expiration of the
applicable waiting period thereunder. The Transaction is also subject to
receipt of assurances from the Internal Revenue Service and opinions of
counsel that the Transaction will qualify as a tax-free reorganization, and
the assurances from the parties' independent accountants that the Transaction
will qualify as a pooling of interests for accounting purposes. In addition,
the Transaction is conditioned upon the effectiveness of a registration
statement to be filed by WEC with the SEC with respect to shares of the
Primergy Common Stock to be issued in the Transaction and the approval for
listing of such shares on the New York Stock Exchange. (See Article VIII of
the Merger Agreement.) Shareholder meetings to vote upon the Transaction will
be convened as soon as practicable and are expected to be held in the third or
fourth quarter of 1995.
The Merger Agreement contains certain covenants of the parties regarding the
conduct of business pending the consummation of the Transaction. Generally,
the parties must carry on their businesses in the ordinary course consistent
with past practice, may not increase dividends on common stock beyond
specified levels, and may not issue any capital stock beyond certain limits.
The Merger Agreement also contains restrictions on, among other things,
charter and bylaw amendments, capital expenditures, acquisitions,
dispositions, incurrence of indebtedness, certain increases in employee
compensation and benefits, and affiliate transactions. (See Article VI of the
Merger Agreement.) As provided for in the Merger Agreement, WEC and NSP will
agree to the terms contained in the Articles of Incorporation and Bylaws of
Primergy.
The Merger Agreement provides that, after the effectiveness of the Transaction
(the "Effective Time"), the corporate headquarters and principal executive
offices of Primergy and NSP will be located in Minneapolis, Minnesota, and the
headquarters of Wisconsin Energy Company will remain in Milwaukee, Wisconsin.
Primergy's Board of Directors, which will be divided into three classes, will
consist of a total of 12 directors, 6 of whom will be designated by WEC and 6
of whom will be designated by NSP. Mr. James J. Howard, the current Chairman
of the Board, President and Chief Executive Officer ("CEO") of NSP, will serve
as CEO of Primergy from the Effective Time until the later of 16 months after
the Effective Time or the date of the annual meeting of shareholders of
Primergy that occurs in 1998 and Chairman of Primergy until the later of July
1, 2000 or two years after he ceases to be CEO. Mr. Abdoo, the current
Chairman of the Board, President and CEO of WEC, will serve as Vice Chairman
of the Board, President and Chief Operating Officer of Primergy until the date
when Mr. Howard ceases to be CEO, at which time he will assume the additional
role of CEO. Mr. Abdoo will assume the position of Chairman when Mr. Howard
ceases to be Chairman.
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The Merger Agreement may be terminated under certain circumstances, including
(1) by mutual consent of the parties; (2) by any party if the Transaction is
not consummated by April 30, 1997 (provided, however, that such termination
date shall be extended to October 31, 1997 if all conditions to closing the
Transaction, other than the receipt of certain consents and/or statutory
approvals by any of the parties, have been satisfied by April 30, 1997); (3)
by any party if either NSP's or WEC's shareholders vote against the
Transaction or if any state or federal law or court order prohibits the
Transaction; (4) by a non-breaching party if there exist breaches of any
representations or warranties contained in the Merger Agreement as of the date
thereof, which breaches, individually or in the aggregate, would result in a
material adverse effect on the breaching party and which is not cured within
twenty (20) days after notice; (5) by a non-breaching party if there occur
breaches of specified covenants or material breaches of any covenant or
agreement which are not cured within twenty (20) days after notice; (6) by
either party if the Board of Directors of the other party shall withdraw or
adversely modify its recommendation of the Transaction or shall approve any
competing transaction; or (7) by either party, under certain circumstances, as
a result of a third-party tender offer or business combination proposal which
such party, pursuant to its directors' fiduciary duties, is, in the opinion of
such party's counsel and after the other party has first been given an
opportunity to make concessions and adjustments in the terms of the Merger
Agreement, required to accept.
The Merger Agreement provides that if a breach described in clause (4) or (5)
of the previous paragraph occurs, then, if such breach is not willful, the
non-breaching party is entitled to reimbursement of its out-of-pocket
expenses, not to exceed $10 million. In the event of a willful breach, the
non-breaching party will be entitled to its out-of-pocket expenses (which
shall not be limited to $10 million) and any remedies it may have at law or in
equity, provided that if, at the time of the breaching party's willful breach,
there shall have been a third party tender offer or business combination
proposal which shall not have been rejected by the breaching party and
withdrawn by the third party, and within two and one-half years of any
termination by the non-breaching party, the breaching party accepts an offer
to consummate or consummates a business combination with such third party,
then such breaching party, upon the signing of a definitive agreement relating
to such a business combination, or, if no such agreement is signed then at the
closing of such business combination, will pay to the non-breaching party an
additional fee equal to $75 million. The Merger Agreement also requires
payment of a termination fee of $75 million (and reimbursement of out-of-
pocket expenses) by one party (the "Payor") to the other in certain
circumstances, if (i) the Merger Agreement is terminated (x) as a result of
the acceptance by the Payor of a third-party tender offer or business
combination proposal, (y) following a failure of the shareholders of the Payor
to grant their approval to the Transaction or (z) as a result of the Payor's
material failure to convene a shareholder meeting, distribute proxy materials
and, subject to its board of directors' fiduciary duties, recommend the
Transaction to its shareholders; (ii) at the time of such termination or prior
to the meeting of such party's shareholders there shall have been a third-
party tender offer or business combination proposal which shall not have been
rejected by the Payor and withdrawn by such third party; and (iii) within two
and one-half years of any such termination described in clause (i) above, the
Payor accepts an offer to consummate or consummates a business combination
with such third party. Such termination fee and out-of-pocket expenses
referred to in the previous sentence shall be paid upon the signing of a
definitive agreement between the Payor and the third party, or, if no such
agreement is signed, then at the closing of such third-party business
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combination. The termination fees payable by NSP or WEC under these
provisions and the aggregate amount which could be payable by NSP or WEC upon
a required purchase of the options granted pursuant to the Stock Option
Agreements (as defined below) may not exceed $125 million in the aggregate.
(See Article IX of the Merger Agreement.)
Concurrently with entering into the Merger Agreement, WEC and NSP entered into
reciprocal stock option agreements each granting the other an irrevocable
option to purchase under certain circumstances up to that number of shares of
common stock of the other company which equals 19.9% of the number of shares
of common stock of the other company outstanding on April 28, 1995 (the "Stock
Option Agreements"). Specifically, under the NSP Stock Option Agreement, NSP
granted WEC an irrevocable option to purchase (the "Option") up to 13,387,772
shares (subject to adjustment for changes in capitalization) of NSP Common
Stock at an exercise price of $44.075 per share under certain circumstances if
the Merger Agreement becomes terminable by WEC as a result of NSP's breach or
as a result of NSP becoming the subject of a third-party proposal for a
business combination. The exercise price is payable, at WEC's election, in
cash or shares of WEC Common Stock. If the Option becomes exercisable, WEC
may request NSP to repurchase from WEC all or any portion of the Option (or if
the Option is exercised, to repurchase from WEC all or any portion of the
acquired shares of NSP Common Stock) at the price specified in the NSP Stock
Option Agreement.
Each party to the Stock Option Agreements has agreed to vote, prior to
April 28, 2000, any shares of the capital stock of the other party acquired
pursuant to the Stock Option Agreements or otherwise beneficially owned by
such party on each matter submitted to a vote of shareholders of such other
party for and against such matter in the same proportion as the vote of all
other shareholders of such other party are voted for and against such matter.
The Stock Option Agreements provide that, prior to April 28, 2000, neither
party may sell, assign, pledge or otherwise dispose of or transfer the shares
it acquires pursuant to the Stock Option Agreements (collectively, the
"Restricted Shares") except as specifically provided for in the Stock Option
Agreements. In addition to the repurchase rights mentioned above, subsequent
to the termination of the Merger Agreement, the parties have the right to have
such shares of the other party registered under the Securities Act of 1933 for
sale in a public offering, unless the issuer of the shares elects to
repurchase them at their then market value. The Stock Option Agreements also
provide that, following the termination of the Merger Agreement, either party
may sell any Restricted Shares pursuant to a tender or exchange offer approved
or recommended, or otherwise determined to be fair and in the best interests
of such other party's shareholders, by a majority of the Board of Directors of
such other party.
The Stock Option Agreements are incorporated herein by reference to Exhibits
(2)-2 and (2)-3 of WEC's April 28, 1995 Form 8-K. The description of the
Stock Option Agreements set forth herein does not purport to be complete and
is qualified in its entirety by the provisions of the Stock Option Agreements.
Pursuant to a Letter Agreement dated January 17, 1995 between NSP and WEC, as
amended by a Letter Agreement dated April 26, 1995 (together, the
"Confidentiality Agreement"), for a period commencing on January 17, 1995 and
ending two years from the date of termination of the Merger Agreement, the
parties have agreed (other than as contemplated in the Merger Agreement or
Stock Option Agreements), not to (i) acquire any material portion of the other
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party's assets or businesses or in excess of 1% of any class of securities
issued by the other party; (ii) seek or propose a business combination with
the other party or any of its subsidiaries; (iii) seek or propose to influence
or control the management or policies of the other party; or (iv) enter into
or propose any discussions, negotiations, arrangements or understandings with
any third party with respect to any of the foregoing. The Confidentiality
Agreement is filed as Exhibits (2)-8 and (2)-9 to this Schedule and are
incorporated herein by reference. The description of the Confidentiality
Agreement set forth herein does not purport to be complete and is qualified in
its entirety by the provisions of the Confidentiality Agreement.
Both NSP and WEC recognize that the divestiture of their existing gas
operations and certain non-utility operations is a possibility under the new
registered holding company structure, but will seek approval from the SEC to
maintain such businesses. If divestiture is ultimately required, the SEC has
historically allowed companies sufficient time to accomplish divestitures in a
manner that protects shareholder value.
Except pursuant to the terms of the Stock Option Agreements, the Merger
Agreement and the Confidentiality Agreement, WEC has no plans or proposals
which would result in the acquisition or disposition of NSP Common Stock or
any other action enumerated in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Pursuant to the NSP Stock Option Agreement, WEC has the right to
acquire 13,387,772 shares (subject to adjustment for changes in
capitalization) of NSP Common Stock, representing 16.6% of the outstanding
shares of such Common Stock on April 28, 1995, as computed in accordance with
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. If the Option
is exercised and WEC purchases the NSP Common Stock, shares of NSP Common
Stock acquired upon exercise will be acquired by WEC with sole voting and
dispositive power, subject to the limitations contained in the NSP Stock
Option Agreement. Because the Option is not presently exercisable, and since
if it were to become exercisable acquisition of NSP Common Stock thereunder
would be subject to regulatory approval, WEC disclaims beneficial ownership of
the shares of NSP Common Stock subject to the Option.
(c). Except for the execution and delivery of the NSP Stock Option Agreement
on April 28, 1995, there have been no transactions by WEC with respect to NSP
Common Stock during the sixty days preceding the date of this Schedule 13D.
(d). None.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement, the Stock Option Agreements and the
Confidentiality Agreement (see descriptions of each in Items 3 and 4 above),
which are included or incorporated by reference in this Schedule 13D, and
agreements referred to or contained therein, there are no contracts,
arrangements, understandings or relationships between WEC and any other
person, or, to the knowledge of WEC, among any of WEC's executive officers and
directors or between any of WEC's executive officers and directors and any
other person, with respect to any securities of NSP.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
WEC (Commission File No. 1-9057) hereby incorporates into this Schedule the
following exhibits by reference to the filing set forth below:
(2)-1 Agreement and Plan of Merger, dated as of April 28, 1995, by and
among Northern States Power Company, Wisconsin Energy Corporation,
Northern Power Wisconsin Corp. and WEC Sub Corp. (Exhibit (2)-1 to
WEC's April 28, 1995 Form 8-K.)
2 WEC Stock Option Agreement, dated as of April 28, 1995, by and among
Northern States Power Company and Wisconsin Energy Corporation.
(Exhibit (2)-2 to WEC's April 28, 1995 Form 8-K.)
3 NSP Stock Option Agreement, dated as of April 28, 1995, by and among
Wisconsin Energy Corporation and Northern States Power Company.
(Exhibit (2)-3 to WEC's April 28, 1995 Form 8-K.)
4 Committees of the Board of Directors of Primergy Corporation.
(Exhibit (2)-4 to WEC's April 28, 1995 Form 8-K.)
5 Form of Employment Agreement of James J. Howard. (Exhibit (2)-5 to
WEC's April 28, 1995 Form 8-K.)
6 Form of Employment Agreement of Richard A. Abdoo. (Exhibit (2)-6 to
WEC's April 28, 1995 Form 8-K.)
7 Form of Amended and Restated Articles of Incorporation of Northern
Power Wisconsin Corp. (Exhibit (2)-7 to WEC's April 28, 1995
Form 8-K.)
(99)-1 Press Release, dated May 1, 1995, of Wisconsin Energy Corporation.
(Exhibit (99)-1 to WEC's April 28, 1995 Form 8-K.)
The following exhibits are filed herewith:
(2)-8 Letter Agreement, dated January 17, 1995, between Northern States
Power Company and Wisconsin Energy Corporation.
9 Letter Agreement, dated April 26, 1995, between Northern States Power
Company and Wisconsin Energy Corporation amending Letter Agreement
dated January 17, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Date: May 4, 1995. WISCONSIN ENERGY CORPORATION
By: /s/ J. G. Remmel
-------------------------------
J. G. Remmel
Vice President, Treasurer and
Chief Financial Officer
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Annex A
INFORMATION RELATING TO
EXECUTIVE OFFICERS AND DIRECTORS
OF WISCONSIN ENERGY CORPORATION
The following is a list of the executive officers and directors of
Wisconsin Energy Corporation as of the date of this Schedule 13D. To the
knowledge of Wisconsin Energy Corporation, all of the following executive
officers and directors are citizens of the United States. The business
address for each of the executive officers is 231 West Michigan Street,
Milwaukee, Wisconsin 53203.
Executive Officers:
------------------
Name WEC Office
---- ----------
Richard A. Abdoo Chairman of the Board, President
and Chief Executive Officer
John W. Boston Vice Chairman
Francis Brzezinski Vice President
Richard R. Grigg, Jr. Vice President
Jerry G. Remmel Vice President, Treasurer and
Chief Financial Officer
John H. Goetsch Vice President and Secretary
Richard R. Piltz Controller
Ann Marie Brady Assistant Secretary
Gordon A. Willis Assistant Treasurer
Directors:
- ---------
Name and Occupation: Business Address
- ------------------- ----------------
Richard A. Abdoo Wisconsin Energy Corporation
Chairman of the Board, 231 W. Michigan St.
President and Chief Milwaukee, WI 53203
Executive Officer, Wisconsin
Energy Corporation
John F. Ahearne Sigma Xi, The Scientific Research
Executive Director, Sigma Xi, Society
The Scientific Research 99 Alexander Drive
Society and Adjunct Scholar, Research Triangle Park, NC 27709
Resources for the Future
John F. Bergstrom Bergstrom Corporation
President and Chief 150 N. Green Bay Road
Executive Officer, Neenah, WI 54957
Bergstrom Corporation
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Directors:
- ---------
Name and Occupation: Business Address
- ------------------- ----------------
John W. Boston Wisconsin Energy Corporation
Vice Chairman, Wisconsin 231 W. Michigan St.
Energy Corporation Milwaukee, WI 53203
Robert A. Cornog Snap-on Incorporated
Chairman of the Board, 10801 Corporate Drive
President and Chief Kenosha, WI 53141
Executive Officer,
Snap-on Incorporated
Geneva B. Johnson 16745 Mary Cliff Court (1)
Corporate Director Brookfield, WI 53005
John L. Murray Universal Foods Corporation
Corporate Director 433 East Michigan Street
Milwaukee, WI 53202
Morris W. Reid 440 Main Street
Corporate Director; Vice Office 3A
Chairman of the Board, Racine, WI 53403
Versa Technologies, Inc.
Frederick P. Stratton, Jr. Briggs & Stratton Corporation
Chairman and Chief Executive 12301 W. Wirth St.
Officer, Briggs & Stratton Corporation Milwaukee, WI 53201
John G. Udell University of Wisconsin
Irwin Maier Professor of 975 University Avenue
Business, University of Suite 5252
Wisconsin-Madison and Madison, WI 53706
Co-Director of The
Enterprise Center,
University of Wisconsin-
Madison
- -------------------------
(1) Address of Residence
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WISCONSIN ENERGY CORPORATION
SCHEDULE 13D
EXHIBIT INDEX
______________________________
(2)-1 Agreement and Plan of Merger, dated as of April 28, 1995, by and among
Northern States Power Company, Wisconsin Energy Corporation, Northern
Power Wisconsin Corp. and WEC Sub Corp. (Incorporated by reference to
Exhibit (2)-1 to WEC's April 28, 1995 Form 8-K.)
2 WEC Stock Option Agreement, dated as of April 28, 1995, by and among
Northern States Power Company and Wisconsin Energy Corporation.
(Incorporated by reference to Exhibit (2)-2 to WEC's April 28, 1995
Form 8-K.)
3 NSP Stock Option Agreement, dated as of April 28, 1995, by and among
Wisconsin Energy Corporation and Northern States Power Company.
(Incorporated by reference to Exhibit (2)-3 to WEC's April 28, 1995
Form 8-K.)
4 Committees of the Board of Directors of Primergy Corporation.
(Incorporated by reference to Exhibit (2)-4 to WEC's April 28, 1995
Form 8-K.)
5 Form of Employment Agreement of James J. Howard. (Incorporated by
reference to Exhibit (2)-5 to WEC's April 28, 1995 Form 8-K.)
6 Form of Employment Agreement of Richard A. Abdoo. (Incorporated by
reference to Exhibit (2)-6 to WEC's April 28, 1995 Form 8-K.)
7 Form of Amended and Restated Articles of Incorporation of Northern
Power Wisconsin Corp. (Incorporated by reference to Exhibit (2)-7
to WEC's April 28, 1995 Form 8-K.)
8 Letter Agreement, dated January 17, 1995, between Northern States
Power Company and Wisconsin Energy Corporation. (Filed herewith.)
9 Letter Agreement, dated April 26, 1995, between Northern States Power
Company and Wisconsin Energy Corporation amending Letter Agreement
dated January 17, 1995. (Filed herewith.)
(99)-1 Press Release, dated May 1, 1995, of Wisconsin Energy Corporation.
(Incorporated by reference to Exhibit (99)-1 to WEC's April 28, 1995
Form 8-K.)
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Exhibit (2)-8
Northern States Power Company
414 Nicollet Mall
Minneapolis, MN 55401-1927
(612) 330-5500
January 17, 1995
Mr. Jerry G. Remmel
Vice President, Treasurer
and Chief Financial Officer
Wisconsin Energy Corporation
231 West Michigan Street
Milwaukee, WI 53201
Dear Mr. Remmel:
In connection with your and our consideration of a possible transaction (the
"Transaction") between us and/or our shareholders and you and/or your
shareholders, you have requested information concerning us and we have
requested information concerning you. For the purposes of this letter agree-
ment ("Agreement"), you or we may each sometimes hereinafter be referred to as
the "Receiving Party" when the recipient of information, or the "Providing
Party" when the provider of information, as the context may require. As a
condition to the Providing Party furnishing information to the Receiving
Party, its subsidiaries, affiliates (as such term is used in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
directors, officers, employees, representatives or agents (all of such persons
hereinafter referred to as "representatives"), the Receiving Party agrees that
all Evaluation Material (as such term is defined below) which is furnished by
the Providing Party to the Receiving Party or its representatives before or
after the date of this letter will be treated in accordance with the
provisions of this Agreement and to take or to abstain from taking certain
other actions set forth in this Agreement.
As used herein, "Evaluation Material" means all data, reports,
interpretations, forecasts and records (whether in oral or written form,
electronically stored or otherwise) containing or otherwise reflecting
information concerning the Transaction provided by the Providing Party or its
representatives to the Receiving Party or its representatives pursuant to the
provisions of this Agreement, and all notes, analyses, compilations, studies
or other documents in tangible form (whether in written form, electronically
stored or otherwise), whether prepared by the Providing Party, the Receiving
Party or their respective representatives or others which contain or otherwise
reflect such information. Notwithstanding the foregoing, the term Evaluation
Material does not include information which (i) is already in the possession
of the Receiving Party, PROVIDED that such information was not supplied to the
Receiving Party by, or on behalf of, the Providing Party, and PROVIDED FURTHER
that such information is not known to the Receiving Party to be subject to
another confidentiality agreement with or other obligation of secrecy to the
Providing Party, or (ii) is or becomes generally available to the public other
than as a result of a disclosure by the Receiving Party or any of the
Receiving Party's directors, officers, employees, agents, advisers or
representatives in violation of this Agreement, or (iii) becomes available to
the Receiving Party on a non-confidential basis from a source other than the
Providing Party, PROVIDED that the Receiving Party has no knowledge that such
source is bound by a confidentiality agreement with or other obligation of
secrecy to the Providing Party with respect to the information.
<PAGE> 2
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 2
The Receiving Party agrees that the Evaluation Material will be used solely
for the purpose of evaluating the possible Transaction, and that, subject to
the next paragraph, such information will be kept strictly confidential by the
Receiving Party and its representatives, PROVIDED that any of such information
may be disclosed by the Receiving Party to its representatives who need to
know such information for the purpose of evaluating the possible Transaction
(it being understood that such representatives shall be informed by the
Receiving Party of the confidential nature of such information and shall be
instructed by the Receiving Party to treat such information confidentially and
that the Receiving Party will be responsible if they should fail to comply
with the terms of this Agreement).
In addition, you and we agree not to disclose, and will cause our
representatives not to disclose to any person other than our representatives,
either the fact that you and we are considering any possible Transaction or
that information has been provided to you or us, or that discussions or
negotiations are taking place concerning any possible Transaction, or any of
the terms, conditions or other facts with respect to any possible
Transactions, including the status thereof. The foregoing does not prohibit
disclosures of the status of any discussions between you and us which either
believes, based on advice of counsel, to be required by law to be disclosed,
but in such event each of us will consult with the other party and its counsel
in advance of such disclosure about the need for, and the exact text of, any
such disclosure. If either of us is requested or required by applicable law
(by interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process) to disclose any Evaluation Material,
such party will provide the other party with immediate notice of such request
or requirement so that the other party may consider seeking a protective order
or other appropriate relief. If in the absence of a protective order or the
receipt of a waiver hereunder either of us is nonetheless compelled to
disclose any Evaluation Material to any tribunal or any other person or else
stand liable for contempt or suffer other legal censure or penalty, such party
may disclose such information to such tribunal or other party without
liability hereunder, PROVIDED that such party agrees to furnish only that
portion of the Evaluation Material which it is advised by counsel is legally
required and that it shall use its best efforts to obtain assurance that
confidential treatment will be accorded to any Evaluation Material that is
disclosed.
For a period commencing on the date hereof and ending two years from the date
hereof, each of us and our respective affiliates (as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
will not (and we and they will not assist or encourage others to request
permission to), directly or indirectly, unless specifically requested in writ-
ing in advance by the other party's Board of Directors:
I. acquire or agree, offer, seek or propose to acquire (or request
permission to do so), ownership (as defined in Rule 13d-3 under
the Exchange Act) of any material portion of the other party's
assets or businesses or in excess of one percent of any class
of securities issued by the other party, or any rights or
options to acquire such ownership (including from a third
party) or offer, seek or propose a merger, consolidation or
other business combination with the other party or any of the
other party's subsidiaries; or
<PAGE> 3
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 3
II. seek or propose to influence or control the management or
policies of the other party, including by making or in any way
participating in the solicitation of proxies or consents; or
III. enter into or propose any discussions, negotiations, ar-
rangements or understanding with any third party with respect
to any of the foregoing.
If any time during the period between the date of this Agreement and the
earlier of (x) the date that a definitive agreement with respect to the
Transaction is executed and (y) the date that discussions with respect thereto
are terminated, either of us is approached by any third party concerning par-
ticipation in a transaction involving the assets or businesses or securities
issued by the other party, such party will promptly inform the other party of
the nature of such contact and the parties thereto. Neither of us will
request that any of the provisions of this paragraph or the preceding
paragraph be amended or waived.
Although each of us will endeavor to include in the Evaluation Material
information which we believe to be relevant for the purpose of investigation
of the other party, each of us acknowledges that neither of us nor any of our
respective directors, officers, employees, agents, representatives or advisers
has made or makes any representation or warranty as to the accuracy or
completeness of the Evaluation Material. Subject to the terms of any
definitive agreement we may reach, each of us agrees that neither party nor
our respective directors, officers, employees, agents, representatives or
advisers shall have any liability to the other party or any of its rep-
resentatives or advisers resulting from the use of the Evaluation Material.
If we do not proceed with a Transaction in a reasonable time or if
either of us so requests, the Receiving Party will promptly either redeliver
to the Providing Party all copies of extracts or other reproductions of
Evaluation Material delivered to the Receiving Party (or destroy such material
and certify such destruction to the Providing Party) and will destroy all
memoranda, notes and other materials (whether written, electronic or
otherwise) prepared by the Receiving Party or its directors, officers,
employees, agents, advisers or representatives based on or reflecting the
information in the Evaluation Material. Following such redelivery or
destruction, the receiving Party will deliver to the Providing Party, upon
request, a certification in writing by an officer of the Receiving Party who
has supervised such redelivery or destruction.
Each of us agrees that unless and until a definitive agreement regarding
the Transaction has been executed, neither we nor you will be under any legal
obligation of any kind with respect to any Transaction by virtue of this
Agreement or any other written or oral expression with respect to any Transac-
tion.
<PAGE> 4
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 4
Each of us agrees that money damages would not be a sufficient remedy
for any breach of the agreements in this Agreement by either of us or our
respective directors, officers, employees, agents, advisers or representatives
and that the aggrieved party will be entitled to injunctive relief, specific
performance and/or any other appropriate equitable remedies for any such
breach. Such remedies shall not be deemed to be exclusive, but shall be in
addition to all other remedies available at law or in equity. In addition, if
successful the aggrieved party will be entitled to payment of its legal fees
and disbursements, court costs and other expenses of enforcing, defending or
otherwise protecting its interests hereunder.
Any person who at any time after the date hereof becomes a
representative of either of us shall be deemed to be such party's
representative for the purposes of this Agreement, regardless of whether such
person was such party's representative on the date hereof; all references to
affiliates and subsidiaries contained in this Agreement shall apply with equal
force and effect to any and all representatives of such referenced affiliates
or subsidiaries.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to its conflict of laws,
principles or rules.
If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this Agreement. This Agreement may be
executed by telecopy with original to follow.
Very truly yours,
NORTHERN STATES POWER COMPANY
By: /s/ Edward J. McIntyre
---------------------------
Edward J. McIntyre
Vice President and
Chief Financial Officer
Confirmed and agreed to as
of the date of this letter:
WISCONSIN ENERGY CORPORATION
By: /s/ Jerry G. Remmel
-------------------------------
Jerry G. Remmel
Vice President, Treasurer
and Chief Financial Officer
<PAGE> 1
Exhibit (2)-9
Northern States Power Company
414 Nicollet Mall
Minneapolis, MN 55401-1993
(612) 330-7712
April 26, 1995
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
Attention: Mr. Jerry G. Remmel
Dear Jerry:
This letter confirms that discussions between our two companies, Northern
States Power Company ("NSP") and Wisconsin Energy Corporation ("WEC") with
respect to a possible business combination transaction resumed effective as of
April 19, 1995.
This letter shall be deemed to amend the letter agreement dated January 17,
1995 between NSP and WEC (the "Confidentiality Agreement"), by inserting after
the phrase "two years from the date hereof" in the first two lines of the
fifth paragraph of the Confidentiality Agreement the parenthetical "(or, in
the event a definitive agreement with respect to a Transaction is entered into
between us, two years from the date of termination of such agreement)".
Except as stated herein, the Confidentiality Agreement remains in full force
and effect.
NSP and WEC also confirm that any Evaluation Material (as defined in the
Confidentiality Agreement) provided from April 19, 1995 is covered by the
terms of the Confidentiality Agreement.
Very truly yours,
NORTHERN STATES POWER COMPANY
By: /s/ Edward J. McIntyre
---------------------------
Edward J. McIntyre
Vice President and Chief
Financial Officer
Confirmed and agreed to as of
the date of this letter:
WISCONSIN ENERGY CORPORATION
By: /s/ Jerry G. Remmel
-------------------------
Jerry G. Remmel
Chief Financial Officer
