SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
WISCONSIN ENERGY CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
976657106
(CUSIP Number)
Gary R. Johnson, Esq.
Vice President, General Counsel and Secretary
Northern States Power Company
414 Nicollet Mall
Minneapolis, Minnesota 55401
(612) 330-7623
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Seth A. Kaplan, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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-l(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with
this statement: [X]<PAGE>
CUSIP No. 976657106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Northern States Power Company
I.R.S. Identification No. 41-044030
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)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
21,773,726*
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
21,773,726*
10. SHARED DISPOSITIVE POWER
0
_____________________
* Beneficial ownership disclaimed. See Item 5 below.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,773,726*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14. TYPE OF REPORTING PERSON
CO
_____________________
* Beneficial ownership disclaimed. See Item 5 below.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Wisconsin Energy Cor-
poration, a Wisconsin corporation (the "Company"). The prin-
cipal executive offices of the Company are located at 231 West
Michigan Street, P.O. Box 2949, Milwaukee, Wisconsin 53201.
Item 2. Identity and Background.
(a)-(c) and (f) This statement is being filed by
Northern States Power Company, a Minnesota corporation ("NSP").
The principal executive offices of NSP are located at 414 Nic-
ollet Mall, Minneapolis, Minnesota 55401.
NSP is predominantly an operating public utility en-
gaged in the generation, transmission and distribution of
electricity throughout a 49,000 square mile service area and
the transportation and distribution of natural gas in approxi-
mately 148 communities within this area. NSP serves customers
in Minnesota, Wisconsin, North Dakota, South Dakota and Michi-
gan.
As to each of the executive officers and directors of
NSP, the name, business address, present principal occupation
or employment and the name and principal address of any corpo-
ration or other organization in which such employment is indi-
cated, are set forth on Schedule I hereto. Each of such per-
sons is a citizen of the United States except for Douglas W.
Leatherdale, who is a Canadian citizen.
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(d) During the last five years, neither NSP nor, to
the best of NSP's knowledge, any of the individuals named in
Schedule I hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither NSP nor, to
the best of NSP's knowledge, any of the individuals named in
Schedule I hereto, has 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 pro-
hibiting 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), NSP 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 NSP wishes to purchase for cash the Company Common Stock
subject thereto, NSP will fund the exercise price from working
capital or through other sources, which could include borrow-
ings.
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Item 4. Purpose of Transaction.
The Company, 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 the Company 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 com-
bined 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 NSP (which, for regulatory reasons, will
reincorporate in Wisconsin) and of the Company's present prin-
cipal utility subsidiary, Wisconsin Electric Power Company
("WEPCO"), which will be renamed "Wisconsin Energy Company."
Wisconsin Energy Company will include the operations of the
Company's other present utility subsidiary, Wisconsin Natural
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Gas Company, 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, a
Wisconsin corporation ("NSP-W"), will be merged into Wisconsin
Energy Company.
The Merger Agreement is incorporated herein by ref-
erence to Exhibit (2)-1 to NSP'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 con-
verted 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 Common Stock will remain
outstanding and unchanged, as shares of Primergy Common Stock.
As of the date of the Merger Agreement, NSP had 67.3 million
common shares outstanding and the Company had 109.4 million
common shares outstanding. Based on such capitalization, the
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Transaction would result in the common shareholders of NSP re-
ceiving 50% of the common equity of Primergy and the common
shareholders of the Company owning the other 50% of the common
equity of Primergy. Each outstanding share of Cumulative Pre-
ferred Stock, par value $100.00 per share, of NSP will be can-
celled 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 des-
ignations. WEPCO's outstanding preferred stock will remain
outstanding and be unchanged in the Transaction.
The Transaction is subject to customary closing con-
ditions, including, without limitation, the receipt of required
shareholder approvals of the Company 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 Commis-
sion, the SEC, the Nuclear Regulatory Commission, and the fil-
ing of the requisite notification with the Federal Trade Com-
mission 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
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assurances from the parties' independent accountants, that the
Transaction will qualify as a pooling of interests for ac-
counting purposes. In addition, the Transaction is conditioned
upon the effectiveness of a registration statement to be filed
by the Company with the SEC with respect to 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 practi-
cable and are expected to be held in the third or fourth quar-
ter of 1995.
The Merger Agreement contains certain covenants of
the parties regarding the conduct of the 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 re-
strictions on, among other things, charter and bylaw amend-
ments, capital expenditures, acquisitions, dispositions, in-
currence of indebtedness, certain increases in employee com-
pensation and benefits, and affiliate transactions. (See Ar-
ticle VI of the Merger Agreement.)
The Merger Agreement provides that, after the ef-
fectiveness of the Transaction (the "Effective Time"), the
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corporate headquarters and principal executive offices of Pri-
mergy 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 the Company 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 Pri-
mergy 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. Richard A. Abdoo, the current Chairman of the Board, Presi-
dent and CEO of the Company, 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 be entitled to assume the additional role of CEO. Mr.
Abdoo will assume the position of Chairman when Mr. Howard
ceases to be Chairman.
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
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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 the Company'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, indi-
vidually or in the aggregate, would result in a material ad-
verse 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 mate-
rial 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, un-
der certain circumstances, as a result of a third-party tender
offer or business combination proposal which such party, pur-
suant 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 de-
scribed in clause (4) or (5) of the previous paragraph occurs,
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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 with-
drawn 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 com-
bination with such third party, then such breaching party, upon
the signing of a definitive agreement relating to such a busi-
ness 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
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to convene a shareholder meeting, distribute proxy materials
and, subject to its board of directors' fiduciary duties, re-
commend 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 re-
jected 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 combination. The termin-
ation fees payable by NSP or the Company under these provisions
and the aggregate amount which could be payable by NSP or the
Company upon a required purchase of the options granted pursu-
ant to the Stock Option Agreements (as defined below) may not
exceed $125 million in the aggregate. (See Article IX of the
Merger Agreement.)
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 the Company's an-
nual dividend note is currently $1.47 per share. Based on the
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exchange ratio and NSP's current dividend rate, the pro forma
dividend rate for Primergy would be $1.62 per share.
The Merger Agreement provides that the Restated Ar-
ticles of Incorporation and the bylaws of the Company will be
amended in a manner to be agreed between NSP and the Company
and, as so amended, will be the Articles of Incorporation and
bylaws of Primergy.
Concurrently with entering into the Merger Agreement,
the Company and NSP entered into reciprocal stock option
agreements each granting the other, for no additional consid-
eration, an irrevocable option to purchase under certain cir-
cumstances 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 WEC
Stock Option Agreement, the Company granted NSP an irrevocable
option to purchase (the "Option") up to 21,773,726 shares
(subject to adjustment for changes in capitalization) of Common
Stock at an exercise price of $27.675 per share under certain
circumstances if the Merger Agreement becomes terminable by NSP
as a result of the Company's breach and as a result of the
Company becoming the subject of a third-party proposal for a
business combination. The exercise price is payable, at NSP's
election, in cash or shares of NSP Common Stock. If the Option
becomes exercisable, NSP may request the Company to repurchase
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from NSP all or any portion of the Option (or if the Option is
exercised, to repurchase from NSP all or any portion of the
acquired shares of Common Stock) at the price specified in the
WEC Stock Option Agreement.
Each party to the Stock Option Agreements 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 is voted for
and against such matter.
The Stock Option Agreements provide that, prior to
April 28, 2000, neither party may sell, assign, pledge or oth-
erwise 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 Op-
tion Agreements. In addition to the repurchase rights men-
tioned 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 ter-
mination of the Merger Agreement, either party may sell any
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Restricted Shares pursuant to a tender or exchange offer ap-
proved 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 NSP's Current Re-
port 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 Stock Op-
tion Agreements set forth herein does not purport to be com-
plete 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 the Company, as amended by a Letter Agreement
dated April 26, 1995 (together, the "Confidentiality Agree-
ment"), 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) ac-
quire any material portion of the other 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,
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negotiations, arrangements or understandings with any third
party with respect to any of the foregoing. The Confidenti-
ality Agreement is filed as an Exhibit to this Schedule and is
incorporated herein by reference. The description of the Con-
fidentiality 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 the Company recognize that the divesti-
ture 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 re-
quired, the SEC has historically allowed companies sufficient
time to accomplish divestitures in a manner that protects
shareholder value.
Except as set forth in this Item 4, the Merger
Agreement or the WEC Stock Option Agreement, neither NSP nor,
to the best of NSP's knowledge, any of the individuals named in
Schedule I hereto, has any plans or proposals which relate to
or which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) By reason of its execution of the WEC Stock
Option Agreement, pursuant to Rule 13d-3(d)(1)(i) promulgated
under the Exchange Act, NSP may be deemed to have sole voting
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and dispositive power with respect to the Common Stock subject
to the Option and, accordingly, may be deemed to beneficially
own 21,773,726 shares of Common Stock, or approximately 16.6%
of the Common Stock outstanding on April 28, 1995 assuming ex-
ercise of the Option. However, NSP expressly disclaims any
beneficial ownership of the 21,773,726 shares of Common Stock
which are obtainable by NSP upon exercise of the Option, be-
cause the Option is exercisable only in the circumstances set
forth in Item 4, none of which has occurred as of the date
hereof. Furthermore, even if events did occur which rendered
the Option exercisable, NSP believes it would be a practical
impossibility to obtain the regulatory approvals necessary to
acquire shares of Common Stock pursuant to the Option within 60
days.
Except as set forth above, neither NSP nor, to the
best of NSP's knowledge, any of the individuals named in Sche-
dule I hereto, owns any Common Stock.
(c) Except as set forth above, neither NSP nor, to
the best of NSP's knowledge, any of the individuals named in
Schedule I hereto, has effected any transaction in the Common
Stock during the past 60 days.
(d) So long as NSP has not purchased the Common
Stock subject to the Option, NSP does not have the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any of the Common Stock.
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(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The Merger Agreement contains certain customary re-
strictions on the conduct of the business of the Company pend-
ing the Merger, including certain customary restrictions re-
lating to the Common Stock. Except as provided in the Merger
Agreement, the WEC Stock Option Agreement or the Confidenti-
ality Agreement, or as set forth herein, neither NSP nor, to
the best of NSP's knowledge, any of the individuals named in
Schedule I hereto, has any contracts, arrangement, understand-
ings or relationships (legal or otherwise), with any person
with respect to any securities of the Company, including, but
not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or
the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
NSP (Commission File No. 1-3034) 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,
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Wisconsin Energy Corporation, Northern Power Wiscon-
sin Corp. and WEC Sub Corp. (Exhibit (2)-1 to NSP'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
NSP'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
NSP's April 28, 1995 Form 8-K.)
-4 Committees of the Board of Directors of Primergy
Corporation. (Exhibit (2)-4 to NSP's April 28, 1995
Form 8-K.)
-5 Form of Employment Agreement of James J. Howard.
(Exhibit (2)-5 to NSP's April 28, 1995 Form 8-K.)
-6 Form of Employment Agreement of Richard A. Abdoo.
(Exhibit (2)-6 to NSP's April 28, 1995 Form 8-K.)
(99)-1 Press Release, dated May 1, 1995, of Wisconsin Energy
Corporation. (Exhibit (99)-1 to NSP's April 28, 1995
Form 8-K.)
The following exhibits are filed herewith:
-7 Letter Agreement, dated January 17, 1995, between
Northern States Power Company and Wisconsin Energy
Corporation.
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-8 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 its
knowledge and belief, the undersigned certifies that the in-
formation set forth in this statement is true, complete and
correct.
Dated: May 8, 1995
NORTHERN STATES POWER COMPANY
By /s/Gary R. Johnson
Gary R. Johnson
Vice President, General
Counsel and Secretary
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF NORTHERN STATES POWER COMPANY
The name, business address or residence, present
principal occupation or employment, and the name, principal
business and address of any corporation or other organization
in which such employment is conducted, of each of the directors
and executive officers of Northern States Power Company, a
Minnesota corporation ("NSP"), is set forth below. If no busi-
ness address is given, the director's or officer's address is
Northern States Power Company, 414 Nicollet Mall, Minneapolis,
Minnesota 55401. Unless otherwise indicated, each occupation
set forth opposite an executive officer's name refers to em-
ployment with NSP.
Present Principal Occupation
Name or Employment and Address
H. Lyman Bretting President and Chief
Executive Officer
C.G. Bretting Manufacturing
Company, Inc.
3401 East Main Street
Ashland, WI 54806
David A. Christensen President and Chief Executive
Officer
Raven Industries, Inc.
205 East Sixth Street
P.O. Box 5107
Sioux Falls, SD 57117-5107
W. John Driscoll Retired effective June 30, 1994
as Chairman of the Board
Rock Island Company
First National Banks
Building, Ste. 2090
332 Minnesota Street
St. Paul, MN 55101
Dale L. Haakenstad Retired effective December 31, 1989
as President and Chief Executive
Officer
Western States Life Insurance Company
1207 26 Avenue South, Apt. 16
Fargo, ND 58103
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Allen F. Jacobson Retired effective November 1, 1991 as
Chairman and Chief Executive Officer
Minnesota Mining and Manufacturing
Company
3050 Minnesota World Trade Center
30 East Seventh Street
St. Paul, MN 55101
Richard M. Kovacevich President and Chief
Executive Officer
Norwest Corporation
Norwest Center
90 South 7th Street
Sixth & Marquette
Minneapolis, MN 55479-1062
Douglas W. Leatherdale Chairman, President and
Chief Executive Officer
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, MN 55102
John E. Pearson Retired effective January 31, 1992 as
Chairman, The NWNL Companies, Inc.
and Northwestern National Life
Insurance Company
4900 IDS Tower
80 South 8th Street
Minneapolis, MN 55402
G. M. Pieschel Chairman
Farmers and Merchants State Bank
101 No. Marshall
P.O. Box 126
Springfield, MN 56087
Margaret R. Preska Distinguished Service Professor
Minnesota State Universities
1175 W. Wabasha
Winona, MN 55987
A. Patricia Sampson Consultant
Dr. Sanders and Associates
3385 Sycamore Lane
Plymouth, MN 55441
Edwin M. Theisen Retired effective November 30, 1994
as President and Chief Operating
Officer
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5725 Evergreen Lane
Plymouth, MN 55442-1571
James J. Howard Chairman of the Board, President
and Chief Executive Officer
Douglas D. Antony President - NSP Generation
Arland D. Brusven Vice President - Finance
Jackie A. Currier Vice President and Treasurer
Gary R. Johnson Vice President and General
Counsel
Cynthia L. Lesher Vice President - Human Resources
Edward J. McIntyre Vice President and Chief
Financial Officer
Thomas A. Micheletti Vice President - Public &
Government Affairs
John A. Noer President & CEO
Northern States Power Company
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(WISCONSIN)
100 North Barstow Street
Eau Clair, WI 54701
David H. Peterson Chairman, President & CEO
NRG Energy, Inc.
1221 Nicollet Mall, Suite #700
Minneapolis, MN 55403
Roger D. Sandeen Vice President, Controller and
Chief Information Officer
Robert H. Schulte Vice President - Customer Service
Loren L. Taylor President - NSP Electric
Edward L. Watzl Vice President - Nuclear Generation
Keith H. Wietecki President - NSP Gas
-26-<PAGE>
NORTHERN STATES POWER COMPANY
SCHEDULE 13D
EXHIBIT INDEX
Exhibit
Number Exhibit Page
(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 NSP'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 NSP'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 NSP's April 28,
1995 Form 8-K.)
-4 Committees of the Board of Directors
-27-<PAGE>
of Primergy Corporation. (Incorporated
by reference to Exhibit (2)-4 to NSP's
April 28, 1995 Form 8-K.)
-5 Form of Employment Agreement of James
J. Howard. (Incorporated by reference
to Exhibit (2)-5 to NSP's April 28,
1995 Form 8-K.)
-6 Form of Employment Agreement of
Richard A. Abdoo. (Incorporated by
reference to Exhibit (2)-6 to NSP's
April 28, 1995 Form 8-K.)
-7 Letter Agreement, dated January 17, 1995,
between Northern States Power Company and
Wisconsin Energy Corporation. (Filed
herewith.)
-8 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 NSP's April 28, 1995
Form 8-K.)
-28-
[LETTERHEAD OF NORTHERN STATES POWER COMPANY]
January 17, 1995
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 pos-
sible transaction (the "Transaction") between us and/or our
shareholders and you and/or your shareholders, you have re-
quested information concerning us and we have requested infor-
mation 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 in-
formation, or the "Providing Party" when the provider of infor-
mation, 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.<PAGE>
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 2
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 represen-
tatives 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 in-
formation which (i) is already in the possession of the Re-
ceiving 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.
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 in-
formation may be disclosed by the Receiving Party to its rep-
resentatives 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 Agree-
ment).<PAGE>
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 3
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 pos-
sible Transactions, including the status thereof. The fore-
going does not prohibit disclosures of the status of any dis-
cussions 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 inves-
tigative demand or similar process) to disclose any Evaluation
Material, such party will provide the other party with im-
mediate notice of such request or requirement so that the other
party may consider seeking a protective order or other ap-
propriate 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 af-
filiates (as defined in Rule 12b-2 under the Securities Ex-
change 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 writing in advance by the other party's Board of
Directors:
1. acquire or agree, offer, seek or propose to
acquire (or request permission to do so), owner-
ship (as defined in Rule 13d-3 under the Ex-
change Act) of any material portion of the other
party's assets or businesses or in excess of one<PAGE>
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 4
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
2. seek or propose to influence or control the man-
agement or policies of the other party, in-
cluding by making or in any way participating in
the solicitation of proxies or consents; or
3. enter into or propose any discussions, nego-
tiations, arrangements or understanding with any
third party with respect to any of the forego-
ing.
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 Evalu-
ation 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 di-
rectors, officers, employees, agents, representatives or ad-
visers has made or makes any representation or warranty as to
the accuracy or completeness of the Evaluation Material. Sub-
ject to the terms of any definitive agreement we may reach,
each of us agrees that neither party nor our respective direc-
tors, 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 Evalua-
tion Material.<PAGE>
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 5
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 deliv-
ered to the Receiving Party (or destroy such material and
certify such destruction to the Providing Party) and will de-
stroy all memoranda, notes and other materials (whether writ-
ten, 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 Re-
ceiving Party who has supervised such redelivery or destruc-
tion.
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.
Each of us agrees that money damages would not be a suf-
ficient remedy for any breach of the agreements in this Agree-
ment 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 ex-
clusive, but shall be in addition to all other remedies avail-
able at law or in equity. In addition, if successful the ag-
grieved party will be entitled to payment of its legal fees and
disbursements, court costs and other expenses of enforcing, de-
fending 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 represen-
tative 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 ref-
erenced affiliates or subsidiaries. <PAGE>
Jerry G. Remmel
Wisconsin Energy Corporation
January 17, 1995
Page 6
This Agreement shall be governed by and construed in ac-
cordance 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 in-
dicate 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
Northern States Power Company
414 Nicollet Mall
Minneapolis, MN 55401
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
