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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1996
REGISTRATION NO. 333-03173
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHERN STATES POWER COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0508315
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 NORTH BARSTOW STREET, EAU CLAIRE, WISCONSIN 54701
PHONE: (715) 839-2621
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
JOHN A. NOER JOHN P. MOORE, JR.
PRESIDENT GENERAL COUNSEL AND SECRETARY
NORTHERN STATES POWER COMPANY NORTHERN STATES POWER COMPANY
100 NORTH BARSTOW STREET 100 NORTH BARSTOW STREET
EAU CLAIRE, WISCONSIN 54701 EAU CLAIRE, WISCONSIN 54701
(715) 839-2578 (715) 839-2592
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
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COPY TO:
PETER D. CLARKE
Gardner, Carton & Douglas
321 North Clark Street
Chicago, Illinois 60610
(312) 245-8685
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
First Mortgage Bonds.............................. $65,000,000 100%(1) $65,000,000 $22,414
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION DATED JULY 18, 1996
PROSPECTUS
NORTHERN STATES POWER COMPANY
(A WISCONSIN CORPORATION)
FIRST MORTGAGE BONDS
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Northern States Power Company, a Wisconsin corporation (the "Company"), may
offer for sale from time to time up to $65,000,000 aggregate principal amount of
its First Mortgage Bonds (the "New Bonds"), in one or more series, on terms and
in amounts to be determined at the time of sale. The aggregate principal amount,
rate or rates (or method of calculation) and time or times and place of payment
of interest, maturity or maturities, offering price, any redemption terms or
other specific terms of the series of New Bonds in respect of which this
Prospectus is being delivered (the "Offered Bonds") will be set forth in a
supplement to this Prospectus (the "Prospectus Supplement").
The Company may sell the New Bonds through underwriters or dealers, directly
to a limited number of institutional purchasers or through agents. See "Plan of
Distribution." The Prospectus Supplement will set forth the names of any
underwriters, dealers or agents involved in the distribution of the Offered
Bonds and any applicable commissions or discounts and the net proceeds to the
Company from such sale.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , .
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE NEW BONDS IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
This Prospectus and the documents incorporated by reference herein contain
certain forward-looking statements and information that are based on
management's beliefs as well as assumptions made by and information currently
available to management. When used in this Prospectus, including any documents
incorporated by reference herein, the words "anticipate," "estimate," "expect"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or expected. Electric and gas utilities, such as
the Company, are experiencing considerable uncertainty as the result of changes
in their competitive and regulatory environments. The Company's business also is
generally affected by demographic, economic and weather conditions that are
beyond its control, and could be affected by technological developments in the
production and delivery of energy services.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information on file can be
inspected at the public reference offices of the Commission currently at 450
Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company is not required to, and does not,
provide annual reports to holders of its debt securities unless specifically
requested by a holder.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, as filed by the Company with the Commission, are
incorporated by reference into this Prospectus: (i) the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 and the amendment thereto (on
Form 10-K/A) dated May 31, 1996 (collectively the "1995 Form 10-K") and (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which also is or is
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deemed to be incorporated by reference in this Prospectus modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON (INCLUDING ANY
BENEFICIAL OWNER) TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO THE TREASURER, NORTHERN STATES POWER COMPANY, P.O. BOX 8,
EAU CLAIRE, WISCONSIN 54702 (715-839-2416).
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[LOGO]
Northern States Power Company (the "Company"), incorporated in 1901 under
the laws of Wisconsin as the La Crosse Gas and Electric Company, is an operating
public utility company with executive offices at 100 North Barstow Street, Eau
Claire, Wisconsin 54702-0008 (phone: 715-839-2416). The Company is a
wholly-owned subsidiary of Northern States Power Company, a Minnesota
corporation (the "Minnesota Company").
The Company is engaged in the production, transmission and distribution of
electricity to approximately 202,000 retail customers in an area of
approximately 18,900 square miles in northwestern Wisconsin, to approximately
9,200 electric retail customers in an area of approximately 300 square miles in
the western portion of the Upper Peninsula of Michigan, and to 10 wholesale
customers in the same general area. The Company is also engaged in the
distribution and sale of natural gas in the same service territory to
approximately 67,000 customers in Wisconsin and 4,800 customers in Michigan. In
Wisconsin, some of the larger communities the Company provides natural gas to
are Eau Claire, Chippewa Falls, La Crosse, Hudson, Menomonie and Ashland. In the
Upper Peninsula of Michigan the largest community the Company provides natural
gas to is Ironwood. In 1995, the Company derived 83 percent of its total
operating revenues from electric utility operations and 17 percent from gas
utility operations.
PROPOSED MERGER
The Minnesota Company, Wisconsin Energy Corporation, a Wisconsin corporation
("WEC"), Northern Power Wisconsin Corp., a Wisconsin corporation and
wholly-owned subsidiary of the Minnesota Company, and WEC Sub Corp., a Wisconsin
corporation and wholly-owned subsidiary of WEC, have entered into an Agreement
and Plan of Merger, dated as of April 28, 1995 and as amended and restated as of
July 26, 1995 (the "Merger Agreement"), which provides for a strategic business
combination involving the Minnesota Company 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 and approved by the
shareholders of both the Minnesota Company and WEC, 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 goal of the
Minnesota Company and WEC is to receive approvals from all regulatory
authorities by the end of 1996, however, some regulatory authorities have not
established a timetable for their decisions. Therefore, timing of the receipt of
the approvals necessary to complete the Transaction is not known at this time.
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 the Minnesota Company (which, for regulatory reasons,
will reincorporate in Wisconsin) and of WEC's present utility subsidiary,
Wisconsin Electric Power Company ("WEPCO") which will be renamed "Wisconsin
Energy Company." It is anticipated that, following the Transaction, except for
certain gas distribution properties serving the cities of LaCrosse and Hudson,
Wisconsin that will be transferred to the Minnesota Company, the Company will be
merged into Wisconsin Energy Company (the "Company Merger").
The Transaction is subject to customary closing conditions, including,
without limitation, the receipt of all necessary governmental approvals and the
making of all necessary governmental filings, all as more fully described in the
1995 Form 10-K. Additional information concerning the Transaction and the Merger
Agreement is included in the 1995 Form 10-K.
Both the Company and WEPCO recognize that the divestiture of their existing
gas operations is a possibility under the new registered holding company
structure, but will seek approval from the
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Commission to maintain such businesses. If divestiture is ultimately required,
the Commission has historically allowed companies sufficient time to accomplish
divestitures in a manner that protects shareholder value.
Following the completion of the Company Merger, the New Bonds and the
Company's other outstanding first mortgage bonds will be obligations of
Wisconsin Energy Company, as a subsidiary of Primergy, and will continue to be
secured by the Indenture as described in this Prospectus. See "DESCRIPTION OF
NEW BONDS -- Security for New Bonds." However, as described above, the New Bonds
will not be an obligation of Primergy or any other subsidiary of Primergy. The
1995 Form 10-K includes pro forma financial information for Wisconsin Energy
Company following the Company Merger.
USE OF PROCEEDS
The proceeds from the sale of the New Bonds will be added to the general
funds of the Company and used for general corporate purposes, which may include
the purchase or redemption of one or more series of outstanding first mortgage
bonds and the repayment of outstanding short-term borrowings incurred in
connection with the Company's continuing construction program. Short-term
borrowings of the Company aggregated $47.2 million as of May 31, 1996. The
specific allocation of the proceeds of a particular series of the Offered Bonds
will be described in the Prospectus Supplement.
CONSTRUCTION PROGRAM AND FINANCING
The Company's construction program for 1996-2000, including allowance for
funds used during construction, is presently estimated to be $303 million (1996:
$54 million; 1997: $60 million; 1998: $68 million; 1999: $64 million; and 2000:
$57 million). Of these construction expenditures, approximately 88% are expected
to be provided by internally generated funds. The foregoing estimates of
construction expenditures and internally generated funds may be subject to
substantial changes due to unforeseen factors, such as changed economic
conditions, competitive conditions, technological innovations, new government
regulations, changed tax laws and rate regulation. In addition, if the Company
Merger is completed as expected, the Company's construction program for 1997 and
future years will be incorporated into Wisconsin Energy Company's overall
construction program.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
12 MONTHS
ENDED
MARCH 31, 1996 1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.................................... 4.0 4.2 4.2 4.3 4.3 4.4
Wisconsin Energy Company Pro Forma Ratio of Earnings to Fixed
Charges.............................................................. 4.3 4.3 3.6 3.7 3.8 4.2
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, (i)
earnings consist of income from continuing operations before accounting change
plus fixed charges, federal and state income taxes, deferred income taxes and
investment tax credits; and (ii) fixed charges consist of interest on long-term
debt, other interest charges, the interest component on leases and amortization
of debt discount, premium and expense.
The Wisconsin Energy Company unaudited pro forma ratios of earnings to fixed
charges for the twelve months ended March 31, 1996 and each of the years in the
five-year period ended December 31, 1995, give effect to the Company Merger as
if it had occurred at January 1, 1991. See the Notes to Unaudited Pro Forma
Combined Condensed Financial Statements of Wisconsin Energy Company in the 1995
Form 10-K for a description of the assumptions used to prepare the unaudited pro
forma ratios of earnings to fixed charges.
5
<PAGE>
The annual interest requirement on long-term debt of the Company outstanding
at March 31, 1996, was $16,006,383.
DESCRIPTION OF NEW BONDS
Each series of New Bonds is to be an initial issue of a new series of first
mortgage bonds (the "Bonds") issued under the Trust Indenture dated April 1,
1947 (the "1947 Indenture") as supplemented by 12 supplemental trust indentures
(collectively, the "Supplemental Indentures,"), a Supplemental and Restated
Trust Indenture dated March 1, 1991 (the "Restated Indenture") and a new
supplemental trust indenture for such series of New Bonds (the "New Supplemental
Indenture") all from the Company to Firstar Trust Company (formerly known as
First Wisconsin Trust Company), as trustee (the "Trustee"). The 1947 Indenture,
as supplemented by the Supplemental Indentures, the Restated Indenture and the
New Supplemental Indenture herein are referred to collectively as the
"Indenture." Excluding the New Bonds, three series of Bonds in an aggregate
principal amount of $194,635,000 currently are outstanding under the Indenture.
Copies of the 1947 Indenture, the Supplemental Indentures, the Restated
Indenture and the form of the New Supplemental Indenture are filed as Exhibits
4.01A to 4.01O to the Registration Statement and the statements herein made
(being for the most part succinct summaries of certain provisions of the
Indenture) are subject to the detailed provisions of the 1947 Indenture, the
Supplemental Indentures, the Restated Indenture and the New Supplemental
Indenture which are incorporated herein by this reference.
The Restated Indenture amends and restates the 1947 Indenture and the
Supplemental Indentures. The Restated Indenture became effective and operative
on October 1, 1993.
References are made to specific Article and Section numbers of the Restated
Indenture and the New Supplemental Indenture. Unless the context indicates
otherwise, words or phrases defined in the Restated Indenture or the New
Supplemental Indenture are capitalized and used with the same meanings herein.
TERMS OF NEW BONDS
The New Bonds will be issued as fully registered bonds without coupons in
denominations of multiples of $1,000. New Bonds may be issued in temporary form
if, for any reason, the Company is unable to deliver New Bonds in definitive
form. Principal and interest are to be payable in Milwaukee, Wisconsin, at
Firstar Trust Company. New Bonds will be interchangeable in the manner provided
in Article II of the New Supplemental Indenture. The New Bonds may be issued in
book-entry form through the facilities of a depository. The description of any
book-entry arrangements will be contained in the Prospectus Supplement.
No charge will be made by the Company for any exchange or transfer of New
Bonds, other than for any taxes or other governmental charges.
Reference is made to the Prospectus Supplement that will accompany this
Prospectus for the following terms and other information with respect to the
Offered Bonds: (1) the designation and aggregate principal amount of such
Offered Bonds; (2) the date or dates on which such Offered Bonds will mature;
(3) the rate or rates per annum (or method of calculation) at which such Offered
Bonds will bear interest and the date from which such interest shall accrue; (4)
the dates on which such interest will be payable; (5) the record dates for
payments of interest; and (6) any optional or mandatory redemption terms or
other specific terms applicable to the Offered Bonds. The holders of the
outstanding Bonds do not, and the holders of the New Bonds will not, have the
right to tender such Bonds to the Company for repurchase upon the Company
becoming involved in a highly leveraged or change in control transaction. The
Indenture does not have any provision that is designed specifically in response
to highly leveraged or change in control transactions. However, bondholders
would have the security afforded by the first mortgage lien on substantially all
the Company's property as described under the subcaption "Security for New
Bonds" below. In addition, any change in control transaction and any incurrence
of additional indebtedness (as first mortgage bonds or otherwise) by
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the Company in such a transaction would require approval of state utility
regulatory authorities and, possibly, of federal utility regulatory authorities.
Management believes that such approvals would be unlikely in any transaction
that would result in the Company, or a successor to the Company, including
Wisconsin Energy Company, having a highly leveraged capital structure. See
"PROPOSED MERGER."
SECURITY FOR NEW BONDS
In the opinion of counsel for the Company, the New Bonds when issued will be
secured by the Indenture, which constitutes a first mortgage lien, subject only
to Permitted Encumbrances, upon all real and fixed properties now owned by the
Company (except as otherwise stated in this paragraph) for the equal pro rata
security of all Bonds issued or to be issued under the Indenture, subject to the
provisions relating to any sinking fund or similar fund for the benefit of Bonds
of any particular series. There are excepted from the Lien of the Indenture
securities, cash, contracts, receivables, motor vehicles, merchandise, equipment
and supplies, and certain non-utility real property. (Granting Clauses of the
Restated Indenture.) The Indenture contains provisions for subjecting to the
lien thereof (subject to the limitations in Article XVI in the case of
consolidation or merger) all property acquired by the Company after the date of
the 1947 Indenture other than property of the kind mentioned in the preceding
sentence. Such provisions might not be effective as to property acquired within
90 days prior and subsequent to the filing of a case with respect to the Company
under the United States Bankruptcy Code. The opinion of counsel does not cover
titles to easements for flowage rights not presently exercised or titles to
rights-of-way for transmission and distribution facilities, as counsel for the
Company believes that the expense of examination would exceed the cost of
acquiring, by condemnation or purchase, any easements or rights-of-way held
under defective title. The Company has the power of eminent domain in the states
in which it operates.
Permitted Encumbrances include (a) rights of Persons who are parties to
agreements with the Company relating to property owned or used jointly (in
common) by the Company with such Persons, provided (i) that such rights do not
materially impair the use of such jointly owned or used property in the normal
operation of the Company's business and do not materially affect the security
afforded by the Indenture and (ii) that such rights are not inconsistent with
the remedies of the Trustee upon a Completed Default; (b)(i) leases existing at
the Effective Date of the Restated Indenture affecting property owned by the
Company on the Effective Date; (ii) leases which do not interfere in any
material respect with the use of the related property for the purpose for which
it is held by the Company and which will not have material adverse impact on the
security afforded by the Indenture or (iii) other leases relating to not more
than 5% of the sum of the Company's Depreciable Property and Land; and (c) any
mortgage, lien, charge or encumbrance prior or equal to the Lien of the
Indenture, other than a Prepaid Lien, existing at the date any property is
acquired by the Company, provided that at the date of acquisition of such
property: (i) no Default has occurred and is continuing; (ii) the principal
amount of indebtedness outstanding under and secured by such mortgage, lien,
charge or encumbrance shall not exceed 66 2/3% of the lesser of the Cost or Fair
Value of the property so acquired; and (iii) each such mortgage, lien, charge or
encumbrance shall apply only to the property and improvements originally subject
thereto and that the Company shall cause to be closed all mortgages or other
liens existing at the time of acquisition of any property thereafter acquired by
the Company and will permit no additional indebtedness to be issued thereunder
or secured thereby. (Section 1.03 of the Restated Indenture.)
The holders of 66 2/3% of the principal amount of Bonds Outstanding may (a)
consent to the creation or existence of a Prior Lien with respect to up to 50%
of the sum of the Company's Depreciable Property and Land, after giving effect
to such Prior Lien or (b) terminate the Lien of the Indenture with respect to up
to 50% of the sum of the Company's Depreciable Property and Land. (Section
19.02(e) of the Restated Indenture.)
The Indenture is not a lien on the properties of the Minnesota Company. The
Lien of the Indenture will continue to apply only to property and franchises
owned by the Company prior to the
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Company Merger, and to any additions, extensions and repairs to such properties
acquired or made after the Company Merger, and will not apply to any property
owned by WEPCO prior to the Company Merger. It is expected that following the
Company Merger, Wisconsin Energy Company's outstanding indebtedness will include
first mortgage bonds that were previously issued by the Company, WEPCO,
Wisconsin Natural Gas Company and Wisconsin Southern Gas Company under separate
trust indentures. See "PROPOSED MERGER" and "RATIO OF EARNINGS TO FIXED
CHARGES." It is not expected that any additional Bonds will be issued under the
Indenture following the Company Merger.
SINKING FUND PROVISIONS
The sinking fund redemption provision, if any, for each series of the New
Bonds will be set forth in the Prospectus Supplement. As an annual sinking fund,
the Company covenants to pay to the Trustee annually on April 1 an amount
sufficient to redeem, on the following June 1, for sinking fund purposes 1% of
the highest amount at any time outstanding of Bonds of the Series due April 1,
2021 and the Bonds of the Series due March 1, 2023. Sinking fund payments may be
offset at the option of the Company by (a) retirement or delivery to the Trustee
of Bonds of the series for which the sinking fund is applicable or (b)
application of Amounts of Established Permanent Additions equal to 150% of the
principal amount of Bonds which would otherwise be required to be retired by the
sinking fund. (Sections 5.04(vi), 5.07 and 13.01(c) of the Restated Indenture.)
The Trustee is required to apply sinking fund money to the purchase or
redemption of Bonds of the series for which such funds are applicable. (Article
XIII of the Restated Indenture.)
MAINTENANCE PROVISIONS
As a Maintenance Fund for the Bonds, the Company covenants to pay to the
Trustee annually on May 1 an amount equal to 2.50% of its Completed Depreciable
Property as of the end of the preceding calendar year, after deducting credits
at the Company's option for (a) maintenance, (b) property retirements offset by
Permanent Additions, (c) retirement of Bonds and (d) Amounts of Established
Permanent Additions. (Section 9.01 of the Restated Indenture.) The Restated
Indenture further provides that to the extent that Maintenance Fund credits
exceed 2.50% of Completed Depreciable Property for any year after 1990, such
excess credits may be applied in future years (a) to offset any Maintenance Fund
deficiency or (b) to increase the Amount of Established Permanent Additions
available for use under the Indenture. (Section 9.05 of the Restated Indenture.)
The Company has covenanted to maintain its properties in adequate repair,
working order and condition. (Section 8.06 of the Restated Indenture.)
ISSUANCE OF ADDITIONAL BONDS
The maximum principal amount of Bonds that may be issued under the Indenture
is not limited except as described below. Additional Bonds may be issued on the
basis of (a) 66 2/3% of the Cost or Fair Value, whichever is less, of Permanent
Additions, after making the required deductions on account of Retired Property
(Article V of the Restated Indenture); (b) retired Bonds that have not been
otherwise used under the Indenture (Article VI of the Restated Indenture); and
(c) deposit of an equal amount of cash with the Trustee, which cash may be
withdrawn on the same basis as additional Bonds may be issued under clauses (a)
and (b) above. (Article VII of the Restated Indenture.)
The New Bonds will be issued under clauses (a) and/or (b) above. At March
31, 1996 the amount of net Permanent Additions available for the issuance of
Bonds exceeded $113 million, of which $97.6 million could be used for the
authentication of $65 million principal amount of the New Bonds. As of March
31, 1996, $81 million of retired Bonds were available for the authentication of
up to $81 million of New Bonds.
No additional Bonds may be issued on the basis of clause (a), clause (b)
under specified conditions, or clause (c) unless the Earnings Applicable to Bond
Interest for a specified twelve month period are equal to twice the annual
interest requirements on the Bonds including those about to be issued, and
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any obligations secured by Prior Liens and any indebtedness secured by Permitted
Encumbrances. The calculation of Earnings Applicable to Bond Interest includes
all non-utility revenues of the Company. (Sections 1.03, 5.03, 6.02 and 7.01 of
the Restated Indenture.)
Permanent Additions include: the Company's electric and steam generating,
transmission and distribution properties; the Company's gas storage and
distribution properties; construction work-in-progress; fractional and undivided
property interests of the Company; property used for providing telephone or
other communications services; and engineering, financial, economic,
environmental, geological and legal or other studies, surveys or reports
associated with the acquisition or construction of any Depreciable Property.
(Section 1.03 of the Restated Indenture.)
Earnings Applicable to Bond Interest for the twelve months ended March 31,
1996, would be 4.4 times the annual interest requirements on the Bonds assuming
the issuance of the New Bonds at an assumed interest rate of 8.0%. Additional
Bonds may vary from the Offered Bonds as to maturity, interest rate, redemption
prices, sinking fund and in certain other respects. (Article II of the Restated
Indenture.)
DIVIDENDS ON COMMON STOCK
The Indenture does not restrict the Company's payment of dividends on its
common stock.
RELEASE PROVISIONS
The Indenture contains provisions permitting the release from its lien of
any property upon depositing or pledging cash or certain other property of
comparable Fair Value. The Indenture also contains provisions for the
cancellation, change or alteration of leases, rights-of-way and easements, and
for the surrender and modification of any franchise or governmental consent
subject to certain restrictions, in each case without any release or consent by
the Trustee or accountability thereto for any consideration received by the
Company. (Article XI of the Restated Indenture.)
Under the Indenture, (a) the Company may sell or otherwise dispose of, free
of the Lien of the Indenture, all vessels and marine equipment, railroad cars,
engines and related equipment, airplanes, office furniture and leasehold
interests in property owned by third parties and (b) the Company may enter into
leases with respect to the property subject to the Lien of the Indenture which
do not interfere in any material respect with the use of such property for the
purpose for which it is held by the Company and will not have a material adverse
impact on the security afforded by the Indenture. (Section 11.02(b) of the
Restated Indenture.)
Any of the mortgaged and pledged property may be released from the Lien of
the Indenture without depositing the proceeds from the sale of such property
with the Trustee, if after such release, the Fair Value of the remaining
mortgaged and pledged property of the character of Permanent Additions equals or
exceeds a sum equal to 150% of the aggregate principal amount of Bonds
Outstanding. (Section 11.03(k) of the Restated Indenture.) Upon satisfaction of
the requirements set forth in the Indenture, this provision would permit the
Company to spin-off or otherwise dispose of a substantial amount of assets or a
line of business, including all or a portion of the Company's electric
generation, transmission or distribution assets, or its gas storage and
distribution assets, without depositing cash or property with the Trustee or
obtaining the consent of the bondholders.
REDEMPTION GENERALLY
Moneys on deposit in the Maintenance Fund and the Release Fund under the
Indenture may be used for the purchase or redemption of Bonds, provided that the
Company does not have the power to use any such moneys to redeem any Bond that
is not otherwise redeemable or to redeem any Bond at a price less than the price
at which such Bond could be redeemed pursuant to its terms.
MODIFICATION OF THE INDENTURE
With the consent of the Company, the provisions of the Indenture may be
changed by the affirmative vote of the holders of 66 2/3% in principal amount of
the Bonds Outstanding except that,
9
<PAGE>
among other things, the maturity of a Bond may not be extended, the interest
rate reduced, nor the terms of payment of principal or interest changed without
the consent of the holder of each Bond so affected. (Article XIX of the Restated
Indenture.)
CONCERNING THE TRUSTEE
In case of a Completed Default the Trustee may, and upon written request of
the holders of a majority in principal amount of the Bonds then Outstanding
shall, declare the principal of all Bonds then Outstanding and the interest
accrued thereon to be due and payable immediately, and the same shall become due
and payable subject to the right of the holders of the majority in principal
amount of the Bonds then Outstanding upon certain conditions to rescind and
annul such declaration. The Indenture provides in substance that no holder of
any Bond shall have any right to institute any suit, action or proceeding in
equity or at law for the foreclosure of the Indenture or for the appointment of
a receiver or for any other remedy thereunder unless such holder shall have
previously given to the Trustee written notice of default, nor unless also the
holders of 25% in principal amount of the Bonds then Outstanding shall have made
written request to the Trustee to exercise the powers granted by the Indenture
but the right of action of holders of Bonds to enforce payment of the principal
or interest shall not be impaired. As a condition precedent to certain actions
by the Trustee in the enforcement of the Lien of the Indenture and institution
of action on the Bonds, the Trustee may require adequate indemnity against
costs, expenses and liabilities to be incurred thereby. (Article XIV of the
Restated Indenture.)
The Company utilizes some of the commercial banking services offered by an
affiliate of the Trustee.
DEFAULTS
The following is a summary of events defined in the Indenture as Completed
Defaults: (a) default in the payment of principal of or premium, if any, on any
Bond when due and payable, (b) default continued for 30 days in the payment of
interest on any Bond; (c) default continued for 60 days in any sinking fund
payment; (d) default in the covenants of the Company with respect to bankruptcy,
insolvency, assignment or receivership, or (e) default continued for 60 days
after notice to the Company from the Trustee in the performance of any other
covenant, agreement or condition contained in the Indenture. (Section 14.01 of
the Restated Indenture.)
The Trustee is required to give notice to bondholders (1) within 90 days
after the occurrence of a Default known to the Trustee within such period, or
(2) if the Trustee is unaware of a Default during such period, promptly after
the Trustee knows of such Default, unless such Default shall have been cured
before the giving of such notice; provided that, except in the case of a Default
resulting from the failure to make any payment of principal of, or interest on,
any Bonds or to make any sinking fund payment, the Trustee may withhold such
notice upon determination in good faith by the board of directors, the executive
committee or a trust committee of directors and/or responsible officers of the
Trustee that the withholding of such notice is in the interest of the
bondholders. (Article XVII of the Restated Indenture.)
If the Trustee recovers any moneys following a Completed Default, all such
moneys shall be applied in the following order: (i) to the payment of taxes,
assessments or Prior Liens and all costs and expenses, including the payment of
the fees, expenses, liabilities and advances incurred or made by the Trustee,
(ii) to the payment in full of the amounts then due and unpaid for principal and
interest upon the Bonds then Outstanding, and in the case such proceeds shall be
insufficient to pay in full the amounts so due and unpaid, then to the payment
thereof ratably, with interest on overdue principal and interest, and (iii) to
the Company, its successors or assigns. (Section 14.11 of the Restated
Indenture.)
The Company is required to file with the Trustee such information, documents
and reports with respect to compliance by the Company with the conditions and
covenants of the Indenture as may be
10
<PAGE>
required by the rules and regulations of the Commission including a certificate,
furnished not less frequently than annually, as to the Company's compliance with
all of the conditions and covenants under the Indenture. (Section 8.18 of the
Restated Indenture.)
GENERAL
Whenever all indebtedness secured by the Indenture shall have been paid, or
adequate provision therefor made, the Trustee shall, upon request of the
Company, cancel and discharge the Lien of the Indenture. (Article XVIII of the
Restated Indenture.) The Company may deposit with the Trustee any combination
of cash or Governmental Obligations in order to provide for the payment of any
series or all of the Bonds Outstanding. Such a deposit could constitute a
taxable event as to the holders of such bonds, creating possible adverse tax
consequences. The Indenture also provides that the Company shall furnish to the
Trustee Officers' Certificates, certificates of an Engineer, Appraiser or other
expert and, in certain cases, Accountants' Certificates in connection with the
authentication of Bonds, the release or release and substitution of property and
certain other matters, and Opinions of Counsel as to the Lien of the Indenture
and certain other matters. (Articles IV, V, VI, VII, XI and XVIII and Section
21.08 of the Restated Indenture.)
LEGAL OPINIONS
Legal opinions relating to the New Bonds will be rendered by John P. Moore,
Jr., 100 North Barstow Street, Eau Claire, Wisconsin, General Counsel for the
Company, by Loomis, Ewert, Ederer, Parsley, Davis & Gotting, 1200 Manufacturer's
Bank of Lansing Building, Lansing, Michigan, special Michigan counsel for the
Company, and by Gardner, Carton & Douglas, 321 North Clark Street, Chicago,
Illinois, counsel for any underwriters, dealers or agents named in a Prospectus
Supplement. Matters pertaining to local laws will be passed upon by counsel for
the Company and as to these matters Gardner, Carton & Douglas will rely on those
opinions. The opinions contained in this Prospectus under the caption
"Description of New Bonds -- Security for New Bonds", are the opinions of John
P. Moore, Jr., who is General Counsel and Secretary of the Company. Gardner,
Carton & Douglas from time to time acts as special counsel to the Company and
the Minnesota Company in connection with certain matters, including the
Transaction.
EXPERTS
The historical financial statements of the Company for the year ended
December 31, 1995; the consolidated historical financial statements of the
Minnesota Company for the year ended December 31, 1995; the consolidated
historical financial statements of WEC; and the historical financial statements
of WEPCO incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K, for the year ended December 31, 1995, have been so
incorporated in reliance upon the reports of Price Waterhouse LLP given on the
authority of said firm as experts in auditing and accounting.
The financial statements and the related financial statement schedules of
the Company and the Minnesota Company for the years ended December 31, 1994 and
1993, incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K, for the year ended December 31, 1995, have been so
incorporated in reliance upon the reports of Deloitte & Touche LLP (which report
on the Minnesota Company expresses an unqualified opinion and includes an
explanatory paragraph related to the Minnesota Company's change in method of
accounting for postretirement healthcare costs in 1993) given upon the authority
of that firm as experts in accounting and auditing.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds (i) to or through underwriters or
dealers; (ii) directly to one or more purchasers; or (iii) through agents. The
Prospectus Supplement with respect to each series of Offered Bonds will set
forth the terms of the offering of such Offered Bonds, including the name or
names of any underwriters, the purchase price of such Offered Bonds and the
proceeds to the
11
<PAGE>
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which such Offered Bonds may be listed. Any initial offering price and any
discounts, concessions or commissions allowed or reallowed or paid to dealers
may be changed from time to time.
If underwriters are used in the sale, the Offered Bonds will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Offered
Bonds may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more of
such firms. The specific managing underwriter or underwriters, if any, will be
set forth in the Prospectus Supplement relating to the Offered Bonds together
with the members of the underwriting syndicate, if any. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase the Offered Bonds offered thereby will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all such Offered
Bonds if any are purchased.
Offered Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement will set
forth the name of any agent involved in the offer or sale of the Offered Bonds
in respect of which the Prospectus Supplement is delivered and any commissions
payable by the Company to such agent.
Any underwriters, dealers or agents participating in the distribution of the
Offered Bonds may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of the Offered Bonds may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. Agents
and underwriters may be entitled, under agreements entered into with the
Company, to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contributions with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may engage in transactions with or
perform services for the Company in the ordinary course of business.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of fees and
expenses payable by the Company (other than underwriting discounts and
commissions) in connection with the issuance of the New Bonds:
<TABLE>
<S> <C>
Registration fee under the Securities Act of 1933..................... $ 22,414
Fee of Public Service Commission of Wisconsin......................... 1,000
Fees of Rating Agencies............................................... 30,000
Printing and engraving................................................ 25,000
Accounting services................................................... 40,000
Trustee's charges..................................................... 15,000
Mortgage recording fees............................................... 4,000
Expenses and counsel fees for qualification or registration of the New
Bonds under state securities laws.................................... 10,000
Miscellaneous, including traveling, telephone, copying, shipping,
postage, and other out-of-pocket expenses............................ 20,000
--------
Total............................................................. $167,414
--------
--------
</TABLE>
All but the first two items are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 180.0850 through 180.0859 of the Wisconsin Statutes permit
indemnification of officers and directors of domestic or foreign corporations
under certain circumstances and subject to certain limitations. Pursuant to
authorization contained in the Restated Articles of Incorporation, as amended,
Section 7 of Article II of the Bylaws of the Company contains provisions for
indemnification of its directors and officers consistent with the provisions of
Section 180.0850 through 180.0859 of the Wisconsin Statutes.
The Company has obtained insurance policies indemnifying the Company and the
Company's directors and officers against certain civil liabilities and related
expenses.
ITEM 16. EXHIBITS.
Certain Exhibits listed below and marked with an asterisk (*) were filed
with the Securities and Exchange Commission as Exhibits to certain Registration
Statements under the Exhibit number indicated after each such Exhibit and are
incorporated herein by this reference. These Registration Statements are
identified as follows:
<TABLE>
<S> <C> <C> <C> <C>
(a) No. 2-6982 (c) No. 2-13463+ (e) No. 2-36693+ (g) No. 2-76146 (i) No. 33-20415
(b) No. 2-7825 (d) No. 2-23726+ (f) No. 2-49757+ (h) No. 33-6269 (j) No. 33-39831
</TABLE>
- ------------------------
+ Registration Statement of the Minnesota Company.
S-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- ---------------
<C> <S>
**1.01 Form of Underwriting Agreement relating to the New Bonds.
*4.01A (a) Copy of Trust Indenture, dated April 1, 1947, from the Company to Firstar Trust Company (formerly
known as First Wisconsin Trust Company), Trustee. (7.01)
*4.01B (b) Copy of Supplemental Trust Indenture, dated March 1, 1949, being a supplemental instrument to
Exhibit 4.01A hereto. (7.02)
*4.01C (c) Copy of Supplemental Trust Indenture, dated June 1, 1957, being a supplemental instrument to
Exhibit 4.01A hereto. (2.13)
*4.01D (d) Copy of Supplemental Trust Indenture, dated August 1, 1964, being a supplemental instrument to
Exhibit 4.01A hereto. (4.20)
*4.01E (e) Copy of Supplemental Trust Indenture, dated December 1, 1969, being a supplemental instrument to
Exhibit 4.01A hereto. (2.03E)
*4.01F (f) Copy of Supplemental Trust Indenture, dated September 1, 1973, being a supplemental instrument to
Exhibit 4.01A hereto. (2.03F)
*4.01G (g) Copy of Supplemental Trust Indenture, dated February 1, 1982, being a supplemental instrument to
Exhibit 4.01A hereto. (4.01G)
*4.01H Copy of Supplemental Trust Indenture, dated March 1, 1982, being a supplemental instrument to
Exhibit 4.01A hereto, filed as exhibit 4.08 to the Company's Annual Report on Form 10-K for the
year 1982 (File No. 10-3140) and incorporated herein by reference.
*4.01I (h) Copy of Supplemental Trust Indenture, dated June 1, 1986, being a supplemental instrument to
Exhibit 4.01A hereto. (4.01I)
*4.01J (i) Copy of Supplemental Trust Indenture, dated March 1, 1988, being a supplemental instrument to
Exhibit 4.01A hereto. (4.01J)
*4.01K (j) Copy of Supplemental and Restated Trust Indenture, dated March 1, 1991, being a supplemental
instrument to Exhibit 4.01A hereto. (4.01K)
4.01L Copy of Supplemental Trust Indenture, dated April 1, 1991, being a supplemental instrument to
Exhibit 4.01A hereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1991, and incorporated herein by reference.
4.01M Copy of Supplemental Trust Indenture, dated March 1, 1993, being a supplemental instrument to
Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File
No. 10-3140) dated March 5, 1993, and incorporated herein by reference.
4.01N Copy of Supplemental Trust Indenture, dated October 1, 1993, being a supplemental instrument to
Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File
No. 10-3140) dated September 21, 1993, and incorporated herein by reference.
**4.01O Form of Supplemental Trust Indenture, for each series of New Bonds, being a supplemental
instrument to Exhibit 4.01A hereto.
**5.01 Opinion of John P. Moore, Jr., Esq., as to legality of the New Bonds.
12.01 Computation of ratio of earnings to fixed charges.
12.02 Computation of pro forma ratios of earnings to fixed charges.
**23.01 Consent of Independent Public Accountants -- Price Waterhouse LLP, Minneapolis, MN.
**23.02 Independent Auditors' Consent -- Deloitte & Touche LLP, Minneapolis, MN.
**23.03 Consent of Independent Accountants -- Price Waterhouse LLP, Milwaukee, WI.
**23.04 Consent of Legal Counsel.
**24.01 Powers of Attorney.
**25.01 Form T-1 Statement of Eligibility of Firstar Trust Company to act as Trustee under the Indenture
that will secure the New Bonds.
</TABLE>
- ------------------------
** Previously filed
S-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represented no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that clauses
(i) and (ii) above do not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 15, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Eau Claire, and State of Wisconsin, on the 18th
day of July 1996.
NORTHERN STATES POWER COMPANY
By: /s/ NEAL A. SIIKARLA
-----------------------------------
Neal A. Siikarla, Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- -------------------------------- ---------------------------- -------------
JOHN A. NOER
- -------------------------------- Principal Executive Officer July 18, 1996
John A. Noer and Director
NEAL A. SIIKARLA
- -------------------------------- Principal Financial Officer July 18, 1996
Neal A. Siikarla
/s/ DAVID E. RIPKA
- -------------------------------- Principal Accounting Officer July 18, 1996
David E. Ripka
H. LYMAN BRETTING
- -------------------------------- Director July 18, 1996
H. Lyman Bretting
PHILIP M. GELATT
- -------------------------------- Director July 18, 1996
Philip M. Gelatt
WAYNE E. HARRISON
- -------------------------------- Director July 18, 1996
Wayne E. Harrison
RAY A. LARSON, JR.
- -------------------------------- Director July 18, 1996
Ray A. Larson, Jr.
LARRY G. SCHNACK
- -------------------------------- Director July 18, 1996
Larry G. Schnack
LOREN L. TAYLOR
- -------------------------------- Director July 18, 1996
Loren L. Taylor
By: /s/ NEAL A.
SIIKARLA
- --------------------------------
Neal A. Siikarla
(ATTORNEY-IN-FACT)
S-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
METHOD OF
EXHIBIT NUMBER DESCRIPTION FILING
- --------------- ------------------------------------------------------------------------------------- -------------
<C> <S> <C>
**1.01 Form of Underwriting Agreement relating to the New Bonds.
*4.01A (a) Copy of Trust Indenture, dated April 1, 1947, from the Company to Firstar Trust
Company (formerly known as First Wisconsin Trust Company), Trustee. (7.01)
*4.01B (b) Copy of Supplemental Trust Indenture, dated March 1, 1949, being a supplemental
instrument to Exhibit 4.01A hereto. (7.02)
*4.01C (c) Copy of Supplemental Trust Indenture, dated June 1, 1957, being a supplemental
instrument to Exhibit 4.01A hereto. (2.13)
*4.01D (d) Copy of Supplemental Trust Indenture, dated August 1, 1964, being a supplemental
instrument to Exhibit 4.01A hereto. (4.20)
*4.01E (e) Copy of Supplemental Trust Indenture, dated December 1, 1969, being a supplemental
instrument to Exhibit 4.01A hereto. (2.03E)
*4.01F (f) Copy of Supplemental Trust Indenture, dated September 1, 1973, being a supplemental
instrument to Exhibit 4.01A hereto. (2.03F)
*4.01G (g) Copy of Supplemental Trust Indenture, dated February 1, 1982, being a supplemental
instrument to Exhibit 4.01A hereto. (4.01G)
*4.01H Copy of Supplemental Trust Indenture, dated March 1, 1982, being a supplemental
instrument to Exhibit 4.01A hereto, filed as exhibit 4.08 to the Company's Annual
Report on Form 10-K for the year 1982 (File No. 10-3140) and incorporated herein by
reference.
*4.01I (h) Copy of Supplemental Trust Indenture, dated June 1, 1986, being a supplemental
instrument to Exhibit 4.01A hereto. (4.01I)
*4.01J (i) Copy of Supplemental Trust Indenture, dated March 1, 1988, being a supplemental
instrument to Exhibit 4.01A hereto. (4.01J)
*4.01K (j) Copy of Supplemental and Restated Trust Indenture, dated March 1, 1991, being a
supplemental instrument to Exhibit 4.01A hereto. (4.01K)
4.01L Copy of Supplemental Trust Indenture, dated April 1, 1991, being a supplemental
instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1991, and incorporated herein by
reference.
4.01M Copy of Supplemental Trust Indenture, dated March 1, 1993, being a supplemental
instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current
Report on Form 8-K (File No. 10-3140) dated March 5, 1993, and incorporated herein
by reference.
4.01N Copy of Supplemental Trust Indenture, dated October 1, 1993, being a supplemental
instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current
Report on Form 8-K (File No. 10-3140) dated September 21, 1993, and incorporated
herein by reference.
**4.01O Form of Supplemental Trust Indenture, for each series of New Bonds, being a
supplemental instrument to Exhibit 4.01A hereto.
**5.01 Opinion of John P. Moore, Jr., Esq., as to legality of the New Bonds.
12.01 Computation of ratio of earnings to fixed charges.................................... DT
12.02 Computation of pro forma ratios of earnings to fixed charges......................... DT
**23.01 Consent of Independent Public Accountants -- Price Waterhouse LLP, Minneapolis, MN.
**23.02 Independent Auditors' Consent -- Deloitte & Touche LLP, Minneapolis, MN.
**23.03 Consent of Independent Accountants -- Price Waterhouse LLP, Milwaukee, WI.
**23.04 Consent of Legal Counsel.
**24.01 Powers of Attorney.
**25.01 Form T-1 Statement of Eligibility of Firstar Trust Company to act as Trustee under
the Indenture that will secure the New Bonds.
</TABLE>
** Previously filed
DT -- Filed electronically with this direct transmission
<PAGE>
EXHIBIT 12.01
NORTHERN STATES POWER COMPANY
(a Wisconsin corporation)
STATEMENT OF COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Twelve Months
Ended
1991 1992 1993 1994 1995 March 31, 1996
------- ------- ------- ------- ------- --------------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income from continuing
operations $36,552 $38,200 $38,007 $38,545 $39,217 $36,976
Add
Taxes based on income
Federal income taxes (1) 14,585 16,294 13,794 9,366 18,463 17,461
State income taxes (1) 3,279 3,475 3,091 2,711 4,676 4,288
Deferred income taxes-net (1) 4,318 3,088 7,162 7,678 1,838 1,113
Investment tax credit
adjustment - net (971) (956) (948) (943) (936) (930)
Fixed charges 17,259 18,126 18,748 18,054 19,586 19,515
------- ------- ------- ------- ------- -------
Earnings $75,022 $78,227 $79,854 $75,411 $82,844 $78,423
======= ======= ======= ======= ======= =======
Fixed charges
Interest charges per
statement of income $16,836 $17,691 $16,753 $17,287 18,818 18,752
Amortization of debt expense,
premium and loss on
reacquired debt 423 435 1,995 767 768 763
------- ------- ------- ------- ------- -------
Total Fixed Charges $17,259 $18,126 $18,748 $18,054 $19,586 $19,515
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed
charges 4.35 4.32 4.26 4.18 4.23 4.02
======= ======= ======= ======= ======= =======
</TABLE>
(1) Includes income taxes included in Miscellaneous Income Deductions and
Non-operating Taxes.
<PAGE>
EXHIBIT 12.02
WISCONSIN ENERGY COMPANY*
UNAUDITED PRO FORMA
STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, Twelve Months
---------------------------------------------------- Ended
1991 1992 1993 1994 1995 March 31, 1996
-------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net Income $231,034 $214,150 $230,086 $220,299 $279 885 $277,226
Income Tax 122,946 113,731 124,225 120,665 165,975 165,624
-------- -------- -------- -------- -------- --------
Pretax Income 353,980 327,881 354,311 340,964 445,860 442,850
FIXED CHARGES:
Interest on Long-Term Debt 96,794 103,100 105,987 103,685 103,113 103,512
Amortization of Debt
Premium, Discount & Expense 3,325 5,571 15,613 15,136 13,420 13,371
Other Interest Expense 7,709 4,605 4,356 8,903 14,740 13,450
INTEREST FACTOR OF RENTS
Nuclear Fuel 3,174 2,098 1,697 1,896 2,401 2,527
Other 935 1,054 1,528 1,070 1,070 1,070
-------- -------- -------- -------- -------- --------
Total Fixed Charges 111,937 116,428 129,181 130,690 134,744 133,930
Earnings Before Income
Taxes & Fixed Charges $465,917 $444,309 $483,492 $471,654 $580,604 $576,780
-------- -------- -------- -------- -------- --------
Ratio of Earnings to
Fixed Charges 4.2 3.8 3.7 3.6 4.3 4.3
</TABLE>
* In connection with the business combinations, WE will be renamed Wisconsin
Energy Company.
