<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission file number 1-9057
------------------------
WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1391525
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2949, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
------------------------
<PAGE> 2
FORM 10-K/A
WISCONSIN ENERGY CORPORATION
------------------------------
AMENDMENT NO. 1
TO
1994 ANNUAL REPORT ON FORM 10-K
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year ended
December 31, 1994 on Form 10-K as set forth in the pages attached hereto:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Item 14(a) 3 and the Exhibit Index to Wisconsin Energy Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994 are hereby amended to
reflect the filing of Exhibit Nos. (99)-1 and (99)-2 herewith; the remainder of
Item 14 (including the Exhibits incorporated by reference in Item 14(a) 3) and
the Exhibit Index are unchanged.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
--------------------------------
(Registrant)
Date: June 23, 1995 By /s/ R. A. Abdoo
-------------------------------- --------------------------------
R. A. Abdoo, Chairman of the Board,
President, and Chief
Executive Officer
- 2 -
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements and
Report of Independent Accountants
Included in Part II of this report:
Consolidated Income Statement for the three years ended
December 31, 1994
Consolidated Statement of Cash Flows for the three years
ended December 31, 1994
Consolidated Balance Sheet at December 31, 1994 and 1993
Consolidated Capitalization Statement at December 31, 1994
and 1993
- 66 -
<PAGE> 4
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (Cont'd)
Consolidated Common Stock Equity Statement for the three
years ended December 31, 1994
Notes to Financial Statements
Report of Independent Accountants
2. Financial Statement Schedules
Included in Part IV of this report:
For the three years ended December 31, 1994
Schedule I Condensed Parent Company Financial
Statements
Other schedules are omitted because of the absence of conditions
under which they are required or because the required information
is given in the consolidated financial statements or notes thereto.
3. Exhibits
The following Exhibits are filed with this report:
Exhibit No.
(10)-1 Executive Deferred Compensation Plan of Wisconsin
Energy Corporation effective January 1, 1989, as
amended and restated as of January 1, 1994. *
(Previously filed.)
2 Supplemental Benefits Agreement between Wisconsin
Energy Corporation and employee Richard A. Abdoo dated
November 21, 1994. * (Previously filed.)
3 Supplemental Benefits Agreement between Wisconsin
Electric Power Company and employee John W. Boston
dated November 21, 1994. * (Previously filed.)
4 Supplemental Executive Retirement Plan of Wisconsin
Energy Corporation (as amended and restated as of
January 1, 1994). * (Previously filed.)
5 Directors' Deferred Compensation Plan of Wisconsin
Energy Corporation, effective January 1, 1987 and as
restated as of January 1, 1994. * (Previously filed.)
6 Directors' Deferred Compensation Plan of Wisconsin
Electric Power Company, as restated as of
January 1, 1994. * (Previously filed.)
(23) Consent of Independent Accountants, dated March 30,
1995, appearing on page 75 of this Annual Report
on Form 10-K for the year ended December 31, 1994.
(Previously filed.)
- 67 -
<PAGE> 5
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K (Cont'd)
(27) Wisconsin Energy Corporation Financial Data Schedule
for the fiscal year ended December 31, 1994.
(Previously filed.)
(99)-1 Information furnished in lieu of the Form 11-K
Annual Report for Wisconsin Energy Corporation
Management Employee Savings Plan for the year
ended December 31, 1994. (Filed with
Amendment No. 1.)
2 Information furnished in lieu of the Form 11-K
Annual Report for Wisconsin Energy Corporation
Represented Employee Savings Plan for the year
ended December 31, 1994. (Filed with Amendment
No. 1.)
In addition to those Exhibits shown above, which are filed herewith, Wisconsin
Energy hereby incorporates the following Exhibits pursuant to Exchange Act Rule
12b-32 and Regulation Section 201.24 by reference to the filings set forth
below:
(2) Agreement and Plan of Restructuring, including Plan of Merger.
(Incorporated herein by reference to Exhibit 2 to Amendment No. 1
to Wisconsin Energy's Registration Statement on Form S-4,
File No. 33-7045.)
(3)-1 Restated Articles of Incorporation of Wisconsin Energy Corporation.
(Incorporated herein by reference to Exhibit (19) to Wisconsin Energy
Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992, File No. 1-9057.)
2 Bylaws of Wisconsin Energy Corporation, as amended to October 27,
1993. (Exhibit 3-1 to Wisconsin Energy Corporation's 1993 Form 10-K
in File No. 1-9057.)
(4)-1 Reference is made to Article III of the Restated Articles of
Incorporation of Wisconsin Energy. (Exhibit (3)-1 herein.)
Mortgage or Supplemental
Indenture Company Date Exhibit # Under File No.
- ------------------------------------------------------------------------------
(4)- 2 Mortgage and Wisconsin 10/28/38 B-1 2-4340
Deed of Trust Electric
("WE")
3 Second WE 6/1/46 7-C 2-6422
4 Third WE 3/1/49 7-C 2-8456
5 Fourth WE 6/1/50 7-D 2-8456
6 Fifth WE 5/1/52 4-G 2-9588
7 Sixth WE 5/1/54 4-H 2-10846
8 Seventh WE 4/15/56 4-1 2-12400
9 Eighth WE 4/1/58 2-I 2-13937
10 Ninth WE 11/15/60 2-J 2-17087
11 Tenth WE 11/1/66 2-K 2-25593
12 Eleventh WE 11/15/67 2-L 2-27504
13 Twelfth WE 5/15/68 2-M 2-28799
- 68 -
<PAGE> 6
Mortgage or Supplemental
Indenture Company Date Exhibit # Under File No.
- ------------------------------------------------------------------------------
14 Thirteenth WE 5/15/69 2-N 2-32629
15 Fourteenth WE 11/1/69 2-O 2-34942
16 Fifteenth WE 7/15/76 2-P 2-54211
17 Sixteenth WE 1/1/78 2-Q 2-61220
18 Seventeenth WE 5/1/78 2-R 2-61220
19 Eighteenth WE 5/15/78 2-S 2-61220
20 Nineteenth WE 8/1/79 (a)2(a) 1-1245 (9/30/79
WE Form 10-Q)
21 Twentieth WE 11/15/79 (a)2(a) 1-1245 (12/31/79
WE Form 10-K)
22 Twenty-First WE 4/15/80 (4)-21 2-69488
23 Twenty-Second WE 12/1/80 (4)-1 1-1245 (12/31/80
WE Form 10-K)
24 Twenty-Third WE 9/15/85 (4)-1 1-1245 (9/30/85
WE Form 10-Q)
25 Twenty-Four WE 9/15/85 (4)-1 1-1245 (9/30/85
WE Form 10-Q)
26 Twenty-Fifth WE 12/15/86 (4)-25 1-1245 (12/31/86
WE Form 10-K)
27 Twenty-Sixth WE 1/15/88 4 1-1245 (1/26/88
Form 8-K)
28 Twenty-Seventh WE 4/15/88 4 1-1245 (3/31/88
Form 10-Q)
29 Twenty-Eighth WE 9/1/89 4 1-1245 (9/30/89
WE Form 10-Q)
30 Twenty-Ninth WE 10/1/91 4-1 1-1245 (12/31/91
WE Form 10-K)
31 Thirtieth WE 12/1/91 4-2 1-1245 (12/31/91
WE Form 10-K)
32 Thirty-First WE 8/1/92 4-1 1-1245 (6/30/92
WE Form 10-Q)
33 Thirty-Second WE 8/1/92 4-2 1-1245 (6/30/92
WE Form 10-Q)
34 Thirty-Third WE 10/1/92 4-1 1-1245 (9/30/92
WE Form 10-Q)
35 Thirty-Fourth WE 11/1/92 4-2 1-1245 (9/30/92
WE Form 10-Q)
36 Thirty-Fifth WE 12/15/92 4-1 1-1245 (12/31/92
WE Form 10-K)
37 Thirty-Sixth WE 1/15/93 4-2 1-1245 (12/31/92
WE Form 10-K)
38 Thirty-Seventh WE 3/15/93 4-3 1-1245 (12/31/92
WE Form 10-K)
39 Thirty-Eighth WE 8/01/93 (4)-1 1-1245 (6/30/93
WE Form 10-Q)
40 Thirty-Ninth WE 9/15/93 (4)-1 1-1245 (9/30/93
WE Form 10-Q)
All agreements and instruments with respect to long-term debt not
exceeding 10 percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis have been omitted as permitted
by related instructions. The Registrant agrees pursuant to Item
601(b)(4) of Regulation S-K to furnish to the Securities and Exchange
Commission, upon request, a copy of all such agreements and
instruments.
- 69 -
<PAGE> 7
(10)-7 Executive Non-Qualified Trust by and between Wisconsin Energy
Corporation and Firstar Trust Company, dated May 12, 1994,
established to provide a source of funds to assist in the meeting of
the liabilities under various nonqualified deferred compensation
plans made between the Registrant or its subsidiaries and various plan
participants. (Exhibit 10-1 to Wisconsin Energy's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994, File No. 1-9057.)*
8 1993 Omnibus Stock Incentive Plan adopted by the Board of Directors on
December 15, 1993, approved by shareholders at the
Annual Meeting of Stockholders held on May 11, 1994, offering
performance-based incentives and other equity interests in Wisconsin
Energy to officers and other key employees. (Exhibit 10-1 to Wisconsin
Energy's 1993 Form 10-K in File No. 1-9057.) *
9 Agreement between Wisconsin Energy Corporation, WITECH Corporation and
employee Francis Brzezinski dated November 30, 1992, naming him a
participant in the Wisconsin Energy Corporation Supplemental Executive
Retirement Plan retroactive to September 1, 1990. (Exhibit 10-1 to
Wisconsin Energy's 1992 Form 10-K in File No. 1-9057.) *
10 Executive Incentive Compensation Plan of Wisconsin Energy Corporation
as amended and renewed effective December 18, 1991. (Exhibit 10-1 to
Wisconsin Energy's 1991 Form 10-K in File No. 1-9057.) *
11 Short-Term Performance Plan of Wisconsin Energy Corporation effective
January 1, 1992. (Exhibit 10-3 to Wisconsin Energy's 1991 Form 10-K
in File No. 1-9057.) *
12 Purchase and Sale Agreement by and among The Cleveland-Cliffs Iron
Company, Cliffs Electric Service Company, Upper Peninsula Generating
Company, Upper Peninsula Power Company and Wisconsin Electric Power
Company, dated as of December 8, 1987. (Exhibit 10 to Wisconsin
Electric's Form 8-K dated December 18, 1987 in File No. 1-1245.)
13 Service Agreement dated January 1, 1987, between Wisconsin Electric,
Wisconsin Energy and other non-utility affiliated companies.
(Exhibit (10)-(a) to Wisconsin Electric's Current Report on Form 8-K
dated January 2, 1987 in File No. 1-1245.)
14 Service Agreement dated January 1, 1987, between Wisconsin Natural,
Wisconsin Energy and other non-utility affiliated companies.
(Exhibit (10)-(a) to Wisconsin Natural's Current Report on Form 8-K
dated January 2, 1987 in File No. 2-2066.)
* Management contracts and executive compensation plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
(21) Subsidiaries of Wisconsin Energy Corporation (Incorporated herein
by reference to Exhibit (22) to Wisconsin Energy's Form 8-B filed
on January 7, 1987, File No. 33-7045.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the year ended
December 31, 1994.
- 70 -
<PAGE> 8
WISCONSIN ENERGY CORPORATION
INCOME STATEMENT
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1994 1993* 1992*
-------- -------- --------
(Thousands of Dollars)
Miscellaneous Income $ 373 $ 411 $ 429
Nonoperating Expense 423 250 251
-------- -------- --------
(50) 161 178
Income Taxes (20) 17 30
-------- -------- --------
(30) 144 148
Equity in Subsidiaries' Earnings 180,898 189,991 171,091
-------- -------- --------
Net Income $ 180,868 $ 190,135 $ 171,239
======== ======== ========
* Restated to reflect the acquisition of Wisconsin Southern Gas Company, Inc.
on 1/1/94.
See Notes on Page 74.
(continued on next page)
- 71 -
<PAGE> 9
WISCONSIN ENERGY CORPORATION
STATEMENT OF CASH FLOWS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1994 1993* 1992*
--------- --------- ---------
(Thousands of Dollars)
Operating Activities:
Net Income $ 180,868 $ 190,135 $ 171,239
Reconciliation to cash:
Equity in subsidiaries' earnings (180,898) (189,991) (171,091)
Dividends from subsidiaries 150,951 74,654 74,576
Other 235 109 27
--------- --------- ---------
Cash Provided by Operating Activities 151,156 74,907 74,751
Investing Activities:
Equity investment in subsidiaries - net (19,500) (23,500) 6,363
Change in notes receivable -
associated companies (17,535) 13,330 (13,330)
Other (870) (8) (3)
--------- --------- ---------
Cash Used in Investing Activities (37,905) (10,178) (6,970)
Financing Activities:
Sale of common stock 50,494 61,442 54,465
Dividends on common stock (150,708) (140,876) (131,752)
Change in notes payable -
associated companies (13,100) 13,100 -
--------- --------- ---------
Cash Used in Financing Activities (113,314) (66,334) (77,287)
--------- --------- ---------
Change in Cash and Cash Equivalents $ (63) $ (1,605) $ (9,506)
========= ========= =========
Cash Paid for-
Interest $ 62 $ - $ -
Income Taxes (15) (3) 25
* Restated to reflect the acquisition of Wisconsin Southern Gas Company, Inc.
on 1/1/94.
See Notes on Page 74.
(continued on next page)
- 72 -
<PAGE> 10
WISCONSIN ENERGY CORPORATION
BALANCE SHEET
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1994 1993*
--------- --------
(Thousands of Dollars)
Assets
------
Current Assets
Cash and cash equivalents $ 3 $ 66
Accounts and notes receivable
from associated companies 17,909 166
Other 297 471
---------- ----------
Total Current Assets 18,209 703
Property and Investments
Investment in subsidiary companies 1,729,052 1,679,605
Other 885 29
---------- ----------
Total Property and Investments 1,729,937 1,679,634
Deferred Charges 7,585 7,164
---------- ----------
$1,755,731 $1,687,501
========== ==========
Liabilities
-----------
Current Liabilities
Accounts payable $ 41 $ 90
Accounts and notes payable
to associated companies 132 13,103
Other (61) 210
---------- ----------
Total Current Liabilities 112 13,403
Deferred Credits 8,264 7,397
Stockholders' Equity
Common stock 628,446 577,935
Retained earnings 116,187 115,991
Undistributed subsidiaries' earnings 1,002,722 972,775
---------- ----------
Total Stockholders' Equity 1,747,355 1,666,701
---------- ----------
$1,755,731 $1,687,501
========== ==========
* Restated to reflect the acquisition of Wisconsin Southern Gas Company, Inc.
on 1/1/94.
See Notes on Page 74.
(continued on next page)
- 73 -
<PAGE> 11
WISCONSIN ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
1. The condensed parent company financial statements and notes should be read
in conjunction with the consolidated financial statements and notes
appearing on pages 47-64 of this Annual Report on Form 10-K.
2. Various financing arrangements and regulatory requirements impose certain
restrictions on the ability of Wisconsin Energy Corporation's utility
subsidiaries to transfer funds to Wisconsin Energy Corporation (WEC) in
the form of cash dividends, loans, or advances. Under Wisconsin law,
Wisconsin Electric Power Company and Wisconsin Natural Gas Company are
prohibited from loaning funds, either directly or indirectly, to WEC.
WEC does not believe that such restrictions will affect its operations.
- 74 -
<PAGE> 12
Wisconsin Energy Corporation
EXHIBIT INDEX
-------------
1994 Annual Report on Form 10-K
For the Year Ended December 31, 1994
(As amended by Amendment No. 1 on Form 10-K/A)
Exhibit
Number
- -------
(10)-1 Executive Deferred Compensation Plan of Wisconsin Energy Corporation
effective January 1, 1989, as amended and restated as of January 1,
1994. (Previously filed.)
2 Supplemental Benefits Agreement between Wisconsin Energy Corporation
and employee Richard A. Abdoo dated November 21, 1994. (Previously
filed.)
3 Supplemental Benefits Agreement between Wisconsin Electric Power
Company and employee John W. Boston dated November 21, 1994.
(Previously filed.)
4 Supplemental Executive Retirement Plan of Wisconsin Energy Corporation
(as amended and restated as of January 1, 1994.) (Previously filed.)
5 Directors' Deferred Compensation Plan of Wisconsin Energy Corporation,
effective January 1, 1987 and as restated as of January 1, 1994.
(Previously filed.)
6 Directors' Deferred Compensation Plan of Wisconsin Electric Power
Company, as restated as of January 1, 1994. (Previously filed.)
(23) Consent of Independent Accountants, dated March 30, 1994, appearing
on page 75 of this Annual Report on Form 10-K for the year ended
December 31, 1993. (Previously filed.)
(27) Wisconsin Energy Corporation Financial Data Schedule for the fiscal
year ended December 31, 1994. (Previously filed.)
(99)-1 Information furnished in lieu of the Form 11-K Annual Report for
Wisconsin Energy Corporation Management Employee Savings Plan for the
year ended December 31, 1994. (Filed with Amendment No. 1.)
2 Information furnished in lieu of the Form 11-K Annual Report for
Wisconsin Energy Corporation Represented Employee Savings Plan for the
year ended December 31, 1994. (Filed with Amendment No. 1.)
The foregoing Exhibits are (or have been) filed with this report. The
additional Exhibits which are incorporated by reference are listed in Item
14(a)(3) of this report.
- 78 -
<PAGE> 1
Exhibit (99)-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
Financial statements and schedules furnished in lieu of the
FORM 11-K
Annual Report
Pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934
------------------------
For the fiscal year ended December 31, 1994
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
WISCONSIN ENERGY CORPORATION
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
--------------------------------
Name of Plan
June 23, 1995 By /s/ J. H. Goetsch
--------------------------------
J. H. Goetsch, Administrator
- 2 -
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and
Plan Administrator of the
Wisconsin Electric Power Company
Management Employee Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Wisconsin Electric Power Company Management Employee Savings
Plan (the "Plan") at December 31, 1994 and 1993, and the changes in net assets
available for benefits for the years then ended, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan's administrator; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the plan
administrator, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I and Schedule II is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
June 23, 1995
- 3 -
<PAGE> 4
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31, 1994
(Page 1 of 2)
--------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------ ----------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $30,423,831
Mutual and pooled funds $44,450,365 $14,297,291 $8,733,480 $6,677,743 $2,852,760
Receivables:
Loans receivable from
MESP participants
Cash 579,745 427,596
----------- ----------- ----------- ---------- ---------- ----------
Net assets available
for benefits $31,003,576 $44,877,961 $14,297,291 $8,733,480 $6,677,743 $2,852,760
=========== =========== =========== ========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 4 -
</TABLE>
<PAGE> 5
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
December 31, 1994
(Page 2 of 2)
-----------------------------------------------------------------
Fidelity
Retirement
Government Fidelity
Money U.S. Bond Fidelity Fidelity
Market Index Overseas Loan
Portfolio Portfolio Fund Fund Total
------------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $ 30,423,831
Mutual and pooled funds $ 1,150,988 $903,584 $3,183,746 82,249,957
Receivables:
Loans receivable from
MESP participants $2,322,706 2,322,706
Cash 1,007,341
----------- --------- ---------- ------------ ------------
Net assets available
for benefits $1,150,988 $903,584 $3,183,746 $2,322,706 $116,003,835
=========== ========= ========== ============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
- 5 -
</TABLE>
<PAGE> 6
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31, 1993
(Page 1 of 2)
--------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------ ----------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $23,278,396
Mutual and pooled funds $11,210,627 $12,532,069 $7,648,712 $6,653,930 $2,304,836
Receivables:
Loans receivable from
MESP participants
Cash 3,924,933 180,285
----------- ----------- ----------- ---------- ---------- ----------
Net assets available
for benefits $27,203,329 $11,390,912 $12,532,069 $7,648,712 $6,653,930 $2,304,836
=========== =========== =========== ========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 6 -
</TABLE>
<PAGE> 7
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
December 31, 1993
(Page 2 of 2)
---------------------------------------------------------------
Fidelity
Retirement
Government Fidelity
Money U.S. Bond Fidelity Fidelity
Market Index Overseas Loan
Portfolio Portfolio Fund Fund Total
------------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $23,278,396
Mutual and pooled funds $956,575 $979,994 $1,608,917 43,895,660
Receivables:
Loans receivable from
MESP participants $2,431,122 2,431,122
Cash 4,105,218
----------- --------- ---------- ------------ -----------
Net assets available
for benefits $956,575 $979,994 $1,608,917 $2,431,122 $73,710,396
=========== ========= ========== ============ ===========
<FN>
The accompanying notes are an integral part of the financial statements.
- 7 -
</TABLE>
<PAGE> 8
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
For the Year Ended December 31, 1994
(Page 1 of 2)
--------------------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------ ------------ ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $1,967,034 $435,136 $1,318,986 $339,386 $ 84,367
Net realized gain (loss)
on dispositions (205,032) (40,762) (38,580) $ 6,213 (24,677)
Unrealized appreciation
(depreciation) 236,813 (1,236,757) (473,836) 95,091 (205,535)
Contributions:
Employee 1,590,801 1,033,342 1,206,768 1,138,713 599,418 383,895
Employer matching 2,143,773
Plan transfers in 189,840 33,088,127 217,743 179,146 75,517 99,732
Loans repaid (principal
and interest) 434,422 235,161 251,361 178,639 138,679 41,462
----------- ----------- ------------ ---------- ---------- ----------
4,182,097 36,967,320 1,717,339 1,323,468 914,918 379,244
----------- ----------- ------------ ---------- ---------- ----------
Application of net assets:
Participant withdrawals (824,222) (588,786) (486,956) (286,154) (295,503) (110,138)
Loans issued (398,344) (209,342) (225,038) (137,153) (103,788) (32,341)
----------- ----------- ------------ ---------- ---------- ----------
(1,222,566) (798,128) (711,994) (423,307) (399,291) (142,479)
----------- ----------- ------------ ---------- ---------- ----------
Participant reallocations 840,716 (2,682,143) 759,877 184,607 (491,814) 311,159
----------- ----------- ------------ ---------- ---------- ----------
Increase (decrease) in net
assets during the year 3,800,247 33,487,049 1,765,222 1,084,768 23,813 547,924
Net assets available for
benefits, beginning
of the year 27,203,329 11,390,912 12,532,069 7,648,712 6,653,930 2,304,836
----------- ----------- ------------ ---------- ---------- ----------
Net assets available for
benefits, end of the year $31,003,576 $44,877,961 $14,297,291 $8,733,480 $6,677,743 $2,852,760
=========== =========== ============ ========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 8 -
</TABLE>
<PAGE> 9
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
For the Year Ended December 31, 1994
(Page 2 of 2)
--------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity
Money U.S. Bond Fidelity Fidelity
Market Index Overseas Loan
Portfolio Portfolio Fund Fund Total
---------- ----------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $ 41,508 $ 69,311 $ 52,975 $ 150,824 $4,459,527
Net realized gain (loss)
on dispositions (23,200) 29,820 (296,218)
Unrealized appreciation
(depreciation) (72,286) (100,054) (1,756,564)
Contributions:
Employee 99,916 152,027 390,178 6,595,058
Employer matching 2,143,773
Plan transfers in 31,921 64,524 111,010 18,000 34,075,560
Loans repaid (principal
and interest) 19,876 13,133 64,639 (1,377,372) 0
---------- ----------- ---------- ---------- ------------
193,221 203,509 548,568 (1,208,548) 45,221,136
---------- ----------- ---------- ---------- ------------
Application of net assets:
Participant withdrawals (53,293) (80,075) (91,238) (111,332) (2,927,697)
Loans issued (12,865) (19,694) (72,899) 1,211,464 0
---------- ----------- ---------- ---------- ------------
(66,158) (99,769) (164,137) 1,100,132 (2,927,697)
---------- ----------- ---------- ---------- ------------
Participant reallocations 67,350 (180,150) 1,190,398 0
---------- ----------- ---------- ---------- ------------
Increase (decrease) in net
assets during the year 194,413 (76,410) 1,574,829 (108,416) 42,293,439
Net assets available for
benefits, beginning
of the year 956,575 979,994 1,608,917 2,431,122 73,710,396
---------- ----------- ---------- ---------- ------------
Net assets available for
benefits, end of the year $1,150,988 $903,584 $3,183,746 $2,322,706 $116,003,835
=========== =========== ========== ========== ============
<FN>
The accompanying notes are an integral part of the financial statements.
- 9 -
</TABLE>
<PAGE> 10
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
For the Year Ended December 31, 1993
(Page 1 of 2)
--------------------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------ ------------ ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $1,914,011 $481,926 $430,928 $680,464 $153,192
Net realized gain (loss)
on dispositions 163,425 123,789 47,753 $63,142 2,954
Unrealized appreciation
(depreciation) 194,005 1,436,466 28,609 551,331 529
Contributions:
Employee 2,181,857 1,346,964 1,232,340 954,788 766,408 261,212
Employer matching 2,410,028
Plan transfers in 140,322 60,253 23,744 14,703 17,100 1,061
Loans repaid (principal
and interest) 447,661 246,337 176,222 102,963 107,240 48,620
Other 10,294 8,937 16,271 24,161 10,169 5,738
----------- ----------- ------------ ---------- ---------- ----------
4,694,145 4,911,875 3,439,760 1,853,441 1,515,390 473,306
----------- ----------- ------------ ---------- ---------- ----------
Application of net assets:
Participant withdrawals (703,900) (257,650) (100,554) (8,845) (20,736) (24,154)
Loans issued (617,056) (339,404) (264,758) (99,673) (137,138) (31,687)
----------- ----------- ------------ ---------- ---------- ----------
(1,320,956) (597,054) (365,312) (108,518) (157,874) (55,841)
----------- ----------- ------------ ---------- ---------- ----------
Participant reallocations (2,082,638) (1,358,317) 979,489 4,409,988 (1,334,858) 1,887,371
----------- ----------- ------------ ---------- ---------- ----------
Increase (decrease) in net
assets during the year 1,290,551 2,956,504 4,053,937 6,154,911 22,658 2,304,836
Net assets available for
benefits, beginning
of the year 25,912,778 8,434,408 8,478,132 1,493,801 6,631,272 0
----------- ----------- ------------ ---------- ---------- ----------
Net assets available for
benefits, end of the year $27,203,329 $11,390,912 $12,532,069 $7,648,712 $6,653,930 $2,304,836
=========== =========== ============ ========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 10 -
</TABLE>
<PAGE> 11
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
For the Year Ended December 31, 1993
(Page 2 of 2)
----------------------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity 20th Century
Money U.S. Bond Fidelity Fidelity Growth
Market Index Overseas Loan Investors
Portfolio Portfolio Fund Fund Fund Total
---------- ----------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $ 18,652 $ 68,647 $ 22,437 $ 169,029 $ 76,617 $4,015,903
Net realized gain (loss)
on dispositions 5,108 7,143 (207,327) 205,987
Unrealized appreciation
(depreciation) 8,830 156,119 2,375,889
Contributions:
Employee 138,793 164,669 161,231 320,114 7,528,376
Employer matching 2,410,028
Plan transfers in 118 3,107 5 16,780 277,193
Loans repaid (principal
and interest) 48,544 10,241 17,657 (1,255,736) 50,251 0
Other 6,493 1,707 3,686 87,456
---------- ----------- --------- ---------- ----------- -----------
212,600 262,309 368,278 (1,086,707) 256,435 16,900,832
---------- ----------- --------- ---------- ----------- -----------
Application of net assets:
Participant withdrawals (6,695) (26,014) (14,226) (1,162,774)
Loans issued (14,768) (24,143) (11,750) 1,591,495 (51,118) 0
---------- ----------- --------- ---------- ----------- -----------
(21,463) (50,157) (11,750) 1,591,495 (65,344) (1,162,774)
---------- ----------- --------- ---------- ----------- -----------
Participant reallocations 765,438 767,842 1,252,389 (5,286,704) 0
---------- ----------- --------- ---------- ----------- -----------
Increase (decrease) in net
assets during the year 956,575 979,994 1,608,917 504,788 (5,095,613) 15,738,058
Net assets available for
benefits, beginning
of the year 0 0 0 1,926,334 5,095,613 57,972,338
---------- ----------- --------- ---------- ----------- -----------
Net assets available for
benefits, end of the year $956,575 $979,994 $1,608,917 $2,431,122 $0 $73,710,396
=========== =========== ========= ========== =========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
- 11 -
</TABLE>
<PAGE> 12
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
Effective January 1, 1984, Wisconsin Electric Power Company ("WE") and
Wisconsin Natural Gas Company ("WN") initiated the Management Employee Savings
Plan ("MESP" or "Plan"). The Plan was amended effective January 1, 1987 to
name Wisconsin Energy Corporation ("WEC") as an affiliated company. This
permitted management employees of WEC and joint employees to participate in the
Plan. Hereinafter, the term "Company" includes, where appropriate, WEC, WE,
and WN. Under the Plan, eligible employees were allowed to save up to 15% of
their base salary during 1994, up to a maximum of $9,420 ($8,994 in 1993),
through regular payroll deductions. These savings contributions were placed
directly into the individuals' MESP accounts as investments rather than paid in
the form of salaries. Savings contributions to the Plan are made on a tax-
deferred basis. In addition, investment earnings on those savings are not
taxed while such amounts accumulate in the Plan. The Plan offers participants
the flexibility of changing savings percentage rates monthly and allocations of
savings between investment funds daily, and the option to suspend savings at
any time.
Effective January 1, 1992, the Company began matching employee contributions at
50% of contributions up to 6% of base salary. The maximum Company matching
contribution is 3% of each participant's base salary. The Company's
contribution is placed directly into the WEC Common Stock Fund. Participants
are immediately vested in the Company contributions.
Fidelity Investments is the investment provider, recordkeeper and trustee for
the Plan.
Following is a description of certain other key aspects of the Plan:
Participation -
- ------------- Company management employees (including those on the biweekly
non-represented payroll) that have reached age 25 and are classified as regular
employees or those having completed one year of service are eligible to
participate in the Plan. A year of service represents a twelve-month period
during which an employee has completed 1,000 hours of service.
Investment Alternatives -
- ----------------------- Participant contributions may be made to one or more
of the following investment funds:
- Blended Rate Income Fund - This fund invests in a series of guaranteed
income contracts from insurance companies or financial institutions in
order to provide a blended rate of return with a low risk to principal.
- 12 -
<PAGE> 13
- WEC Common Stock Fund - This fund invests in Wisconsin Energy
Corporation common stock.
- Fidelity Equity Income Fund - This fund invests in securities with
above-average yields and with some potential for future investment
growth.
- Fidelity Growth Company Fund - This fund invests primarily in common
stocks and securities convertible into common stocks seeking long-term
capital appreciation.
- Fidelity U.S. Equity Index Commingled Pool - This fund attempts to
provide results corresponding to the total return performance of a broad
number of common stocks publicly traded in the United States, by
approximating the composition and total return of the Standard & Poor's
500-stock index.
- Fidelity Balanced Fund - This fund invests primarily in investment-grade
or higher bonds, and other high-yielding securities, including foreign
and domestic stocks. The fund seeks as much income as possible while
preserving capital.
- Fidelity Retirement Government Money Market Portfolio - This fund invests
in obligations issued or guaranteed as to principal and interest by the
U.S. government, its agencies and instrumentalities. The portfolio seeks
a high level of current income while preserving the principal of its
investors.
- Fidelity U.S. Bond Index Portfolio - This fund tries to balance its
investments in U.S. government, corporate, mortgage and income securities
in the same proportion as their representation in the Lehman Brothers
Aggregate Bond Index, a U.S. investment-grade, fixed-income index
comprising approximately 6,500 securities.
- Fidelity Overseas Fund - This fund invests primarily in foreign
securities. The fund seeks long-term capital appreciation.
- 20th Century Growth Investors Fund - This fund invests primarily in
common stocks with an above-average potential for future investment
growth. This fund was discontinued as an investment option as of
July 1, 1993.
The value of participant investments in the Blended Rate Income Fund grows
through interest earnings at negotiated interest rates, while investment growth
in mutual funds results from dividends plus a net increase (decrease) in the
market value of securities in the fund.
Participant Withdrawals and Terminations -
- ---------------------------------------- The full value of a participant's
MESP account is distributed through a lump-sum cash payment to the employee or
his beneficiary upon retirement, termination of employment or death, for
account balances less than $3,500. Distributions of participant account
balances greater than $3,500 are based on participant elections in accordance
with the Plan provisions.
- 13 -
<PAGE> 14
As the Plan is primarily designed to meet long-term financial needs, employees
may permanently withdraw amounts from their accounts only under the terms of
the Plan's financial hardship withdrawal guidelines.
Amounts paid from MESP accounts are subject to federal income tax upon
distribution.
Loans -
- ----- Loans may be requested by Plan participants in amounts up to 50% of
their Plan accounts. Loans are repayable monthly over periods not to exceed 5
years. The interest rate charged on participant loans is fixed at the
beginning of each loan at prime rate at Firstar Bank plus 1%.
Duration of the Plan -
- -------------------- The Company expects to continue the Plan indefinitely.
The Company reserves the right to terminate, modify, alter or amend the Plan or
any trust agreement thereunder including any amendment deemed necessary to
qualify or to ensure the continued qualification of the Plan under applicable
Federal and State laws.
Federal Income Tax Status -
- ------------------------- The Internal Revenue Service has issued a favorable
determination letter as to the tax exempt status of both the Plan and the trust
under the Internal Revenue Code (IRC) and accordingly, the Plan and trust are
exempt from federal income taxes. A new determination letter has been
requested for the Plan as currently in effect.
Administration -
- -------------- The MESP is administered by the Vice President and Corporate
Secretary of WEC who is the Plan Administrator.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Accounting Method -
- ----------------- The Plan's financial statements are prepared on the accrual
basis of accounting.
Investment Valuation -
- -------------------- Investments are stated at market value based on the
quoted net asset values on the last business day of the Plan year. Guaranteed
income contracts are stated at cost, which approximates market value. Interest
earned is immediately reinvested in the contracts.
Income Recognition -
- ------------------ Assets are shown at market value and the Statement of
Changes in Net Assets Available for Benefits includes recognition of net
unrealized appreciation or depreciation for the year on assets held at year-
end. Net unrealized appreciation or depreciation of investments fluctuates
based upon the market price of investments held.
Realized gains and losses are calculated in accordance with the Department of
Labor regulations. Under these regulations, realized gains and losses are
calculated as sale proceeds less the carrying value of the investment at the
beginning of the year or acquisition cost if acquired during the year. The
carrying value of the investment is calculated at each year-end, whereby the
original cost of the investment is adjusted to market value.
- 14 -
<PAGE> 15
Expenses of the Plan -
- -------------------- A trustee is utilized in conjunction with the operations
of the Plan; all related administrative expenses are paid by the Company.
NOTE 3 - BENEFIT OBLIGATIONS PAYABLE
- ------------------------------------
Amounts payable to terminated employees at December 31, 1994 and 1993 were not
significant.
NOTE 4 - PLAN TRANSFERS
- -----------------------
On September 21, 1994, the Wisconsin Energy Corporation Tax Reduction Act Stock
Ownership Plan ("TRASOP") was effectively terminated. Participants were
allowed a number of options with respect to their account balances, including
the rollover of eligible common stock to the MESP. Included within Plan
transfers in on the Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1994 is $32,854,902 related to the TRASOP
rollovers. Plan transfers in also include $622,874 from the Wisconsin Electric
Power Company Represented Employee Savings Plan ("RESP"), $538,019 from a
merged Wisconsin Southern Gas Company, Inc. ("Wisconsin Southern") savings plan
and $59,765 in miscellaneous receipts. Wisconsin Southern was merged into WN
effective January 1, 1994.
Plan transfers in for the year ended December 31, 1993 were comprised entirely
of transfers from the RESP.
- 15 -
<PAGE> 16
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
MANAGEMENT EMPLOYEE SAVINGS PLAN
--------------------------------
I. ITEM 27a - Schedule of Assets Held for Investment
----------------------------------------------------
As of December 31, 1994
-----------------------
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment including
Identity of issue, borrower, maturity date, rate of interest,
lessor, or similar party collateral, par or maturity value Cost Current Value
- ------ ---------------------------------------------- ------------------------------------- ------------- -------------
<S> <C> <C> <C>
Blended Rate Income Fund:
Hartford Life Insurance Company Guaranteed investment contract, 8.44% $ 8,538,388 $ 8,538,388
Metropolitan Life Insurance Company (#12634) Guaranteed investment contract, 8.14% 2,570,611 2,570,611
Metropolitan Life Insurance Company (#12138) Guaranteed investment contract, 8.40% 2,262,364 2,262,364
Provident Life and Accident Insurance Company Guaranteed investment contract, 7.04% 4,818,053 4,818,053
The Prudential Insurance Company Guaranteed investment contract, 5.94% 2,531,880 2,531,880
SunLife of Canada Guaranteed investment contract, 6.60% 2,623,402 2,623,402
Pacific Mutual Life Insurance Company Guaranteed investment contract, 5.07% 3,636,630 3,636,630
Peoples Security Life Insurance Company Guaranteed investment contract, 7.09% 3,442,503 3,442,503
----------- -----------
$30,423,831 $30,423,831
=========== ===========
* WEC Common Stock Fund Mutual/pooled fund $27,177,073 $44,877,961
Fidelity Equity Income Fund Mutual/pooled fund $13,877,238 $14,297,291
Fidelity Growth Company Fund Mutual/pooled fund $ 9,127,414 $ 8,733,480
Fidelity U.S. Equity Index Commingled Pool Mutual/pooled fund $ 5,919,590 $ 6,677,743
Fidelity Balanced Fund Mutual/pooled fund $ 3,058,444 $ 2,852,760
Fidelity Retirement Government Money Market
Portfolio Mutual/pooled fund $ 1,150,988 $ 1,150,988
Fidelity U.S. Bond Index Portfolio Mutual/pooled fund $ 973,489 $ 903,584
Fidelity Overseas Fund Mutual/pooled fund $ 3,130,477 $ 3,183,746
<FN>
* Party in interest to the plan.
- 16 -
</TABLE>
<PAGE> 17
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
MANAGEMENT EMPLOYEE SAVINGS PLAN
--------------------------------
II. Item 27d - Schedule of Reportable Transactions
--------------------------------------------------
For the Year Ended December 31, 1994
------------------------------------
<CAPTION>
(f) (h)
Expense Current value
(a) (b) (c) (d) (e) incurred (g) of asset on (i)
Identity of party Description Purchase Selling Lease with Cost of transaction Net gain
involved of Asset Price Price rental transaction Asset date or (loss)
- ----------------- ------------------------ ---------- ---------- ------ ----------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wisconsin Energy Blended Rate Income Fund
Corporation
176 purchases $8,929,381 $8,929,381
141 sales $5,129,134 N/A None $5,129,134 5,129,134 $0
Wisconsin Energy WEC Common Stock Fund
Corporation
218 purchases 37,575,661 37,575,661
190 sales 5,463,071 N/A None 4,982,226 5,463,071 480,845
Fidelity Equity Income Fund
175 purchases 4,939,728 4,939,728
84 sales 1,896,987 N/A None 1,778,214 1,896,987 118,773
- 17 -
</TABLE>
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-34657) of Wisconsin Energy Corporation of our
report dated June 23, 1995 appearing on page 3 of this Exhibit (99)-1 filed
with Amendment No. 1 (on Form 10-K/A) to the Wisconsin Energy Corporation
December 31, 1994 Form 10-K.
/s/ Price Waterhouse LLP
- ---------------------------------
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
June 23, 1995
- 18 -
<PAGE> 1
Exhibit (99)-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
Financial statements and schedules furnished in lieu of the
FORM 11-K
Annual Report
Pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934
------------------------
For the fiscal year ended December 31, 1994
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
WISCONSIN ENERGY CORPORATION
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
---------------------------------
Name of Plan
June 23, 1995 By /s/ J. H. Goetsch
--------------------------------
J. H. Goetsch, Administrator
- 2 -
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and
Plan Administrator of the
Wisconsin Electric Power Company
Represented Employee Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Wisconsin Electric Power Company Represented Employee Savings
Plan (the "Plan") at December 31, 1994 and 1993, and the changes in net assets
available for benefits for the years then ended, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan's administrator; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the plan
administrator, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I and Schedule II is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
June 23, 1995
- 3 -
<PAGE> 4
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31, 1994
(Page 1 of 2)
-------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $22,087,186
Mutual and pooled funds $59,016,986 $8,195,567 $5,205,920 $3,813,841 $1,868,325
Receivables:
Loans receivable from
RESP participants
Cash 1,637,122 567,722
----------- ----------- ---------- ---------- ---------- ----------
Net assets available
for benefits $23,724,308 $59,584,708 $8,195,567 $5,205,920 $3,813,841 $1,868,325
=========== =========== ========== ========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 4 -
</TABLE>
<PAGE> 5
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
December 31, 1994
(Page 2 of 2)
-------------------------------------------------------------
Fidelity
Retirement
Government Fidelity
Money U.S. Bond Fidelity Fidelity
Market Index Overseas Loan
Portfolio Portfolio Fund Fund Total
------------ --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $22,087,186
Mutual and pooled funds 1,646,744 683,867 2,458,163 82,889,413
Receivables:
Loans receivable from
RESP participants $2,156,652 2,156,652
Cash 2,204,844
---------- --------- ---------- ---------- -----------
Net assets available
for benefits $1,646,744 $683,867 $2,458,163 $2,156,652 $109,338,095
========== ========= ========== ========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
- 5 -
</TABLE>
<PAGE> 6
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31, 1993
(Page 1 of 2)
-------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $16,944,264
Mutual and pooled funds $14,080,618 $7,090,703 $4,038,528 $3,826,450 $1,322,107
Receivables:
Loans receivable from
RESP participants
Cash 3,385,444 226,439
----------- ----------- ---------- ---------- ---------- ----------
Net assets available
for benefits $20,329,708 $14,307,057 $7,090,703 $4,038,528 $3,826,450 $1,322,107
=========== =========== ========== ========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 6 -
</TABLE>
<PAGE> 7
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
December 31, 1993
(Page 2 of 2)
-------------------------------------------------------------
Fidelity
Retirement
Government Fidelity
Money U.S. Bond Fidelity Fidelity
Market Index Overseas Loan
Portfolio Portfolio Fund Fund Total
------------ --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at market
(Note 1):
Group annuity contracts $16,944,264
Mutual and pooled funds $766,903 $683,246 $1,101,114 32,909,669
Receivables:
Loans receivable from
RESP participants $1,828,009 1,828,009
Cash 3,611,883
---------- --------- ---------- ---------- -----------
Net assets available
for benefits $766,903 $683,246 $1,101,114 $1,828,009 $55,293,825
========== ========= ========== ========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
- 7 -
</TABLE>
<PAGE> 8
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
For the Year Ended December 31, 1994
(Page 1 of 2)
-------------------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------ ----------- ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $1,482,906 $598,121 $765,065 $206,968 $52,243
Net realized gain (loss)
on dispositions (211,526) (41,940) (25,663) $(5,261) (12,574)
Unrealized appreciation
(depreciation) 102,963 (712,992) (278,992) 50,635 (126,277)
Contributions:
Employee 2,190,550 2,440,799 1,081,474 1,056,025 508,828 373,417
Employer matching 1,328,517
Plan transfers in 16,054 45,042,604 63,799 67,535 9,467 67,359
Loans repaid (principal
and interest) 289,109 254,811 125,056 108,223 61,601 37,773
----------- ----------- ------------ ---------- ------------ ----------
3,978,619 49,556,289 1,280,462 1,134,096 625,270 391,941
----------- ----------- ------------ ---------- ------------ ----------
Application of net assets:
Participant withdrawals (990,217) (695,438) (325,058) (111,819) (132,058) (36,420)
Plan transfers out (144,634) (204,250) (101,996) (78,518) (55,403) (16,958)
Loans issued (412,931) (368,885) (143,907) (92,632) (82,462) (25,242)
----------- ----------- ------------ ---------- ------------ ----------
(1,547,782) (1,268,573) (570,961) (282,969) (269,923) (78,620)
----------- ----------- ------------ ---------- ------------ ----------
Participant reallocations 963,763 (3,010,065) 395,363 316,265 (367,956) 232,897
----------- ----------- ------------ ---------- ------------ ----------
Increase (decrease) in net
assets during the year 3,394,600 45,277,651 1,104,864 1,167,392 (12,609) 546,218
Net assets available for
benefits, beginning
of the year 20,329,708 14,307,057 7,090,703 4,038,528 3,826,450 1,322,107
----------- ----------- ------------ ---------- ------------ ----------
Net assets available for
benefits, end of the year $23,724,308 $59,584,708 $8,195,567 $5,205,920 $3,813,841 $1,868,325
=========== =========== ============ ========== ============ ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 8 -
</TABLE>
<PAGE> 9
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
For the Year Ended December 31, 1994
(Page 2 of 2)
------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity
Money U.S. Bond Fidelity Fidelity
Market Index Overseas Loan
Portfolio Portfolio Fund Fund Total
----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $48,718 $46,269 $40,187 $123,776 $3,364,253
Net realized gain (loss)
on dispositions (10,379) 21,605 (285,738)
Unrealized appreciation
(depreciation) (50,225) (88,030) (1,102,918)
Contributions:
Employee 208,157 136,124 414,069 8,409,443
Employer matching 1,328,517
Plan transfers in 30,901 31,036 54,273 45,383,028
Loans repaid (principal
and interest) 24,730 11,174 54,266 (966,743) 0
---------- ----------- ---------- ---------- -----------
312,506 163,999 496,370 (842,967) 57,096,585
---------- ----------- ---------- ---------- -----------
Application of net assets:
Participant withdrawals (35,284) (947) (35,816) (66,384) (2,429,441)
Plan transfers out (4,249) (2,647) (6,883) (7,336) (622,874)
Loans issued (30,662) (8,772) (79,837) 1,245,330 0
---------- ----------- ---------- ---------- -----------
(70,195) (12,366) (122,536) 1,171,610 (3,052,315)
---------- ----------- ---------- ---------- -----------
Participant reallocations 637,530 (151,012) 983,215 0 0
---------- ----------- ---------- ---------- -----------
Increase (decrease) in net
assets during the year 879,841 621 1,357,049 328,643 54,044,270
Net assets available for
benefits, beginning
of the year 766,903 683,246 1,101,114 1,828,009 55,293,825
---------- ----------- ---------- ---------- -----------
Net assets available for
benefits, end of the year $1,646,744 $683,867 $2,458,163 $2,156,652 $109,338,095
========== =========== ========== ========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
- 9 -
</TABLE>
<PAGE> 10
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
For the Year Ended December 31, 1993
(Page 1 of 2)
-------------------------------------------------------------------------------------------
Fidelity
WEC Fidelity Fidelity U.S. Equity
Blended Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
------------ ----------- ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $1,402,441 $605,302 $244,866 $370,287 $91,542
Net realized gain (loss)
on dispositions 105,566 72,780 45,719 $60,886 2,020
Unrealized appreciation
(depreciation) 339,133 800,287 (11,809) 311,245 14,835
Contributions:
Employee 2,437,904 2,663,949 899,944 670,354 622,179 211,142
Employer matching 969,598
Loans repaid (principal
and interest) 273,016 229,366 97,562 67,324 78,384 22,188
Other 8,359 9,150 8,534 16,715 6,046 3,858
----------- ----------- ------------ ---------- ------------ ----------
4,121,720 4,922,064 2,123,973 1,158,590 1,078,740 345,585
----------- ----------- ------------ ---------- ------------ ----------
Application of net assets:
Participant withdrawals (717,998) (235,597) (81,972) (5,277) (62,589) (185)
Plan transfers out (140,322) (60,253) (23,744) (14,703) (17,100) (1,061)
Loans issued (479,786) (441,964) (152,613) (68,382) (129,458) (18,058)
----------- ----------- ------------ ---------- ------------ ----------
(1,338,106) (737,814) (258,329) (88,362) (209,147) (19,304)
----------- ----------- ------------ ---------- ------------ ----------
Participant reallocations (1,075,139) (413,599) 699,282 2,399,300 (1,060,422) 995,826
----------- ----------- ------------ ---------- ------------ ----------
Increase (decrease) in net
assets during the year 1,708,475 3,770,651 2,564,926 3,469,528 (190,829) 1,322,107
Net assets available for
benefits, beginning
of the year 18,621,233 10,536,406 4,525,777 569,000 4,017,279 0
----------- ----------- ------------ ---------- ------------ ----------
Net assets available for
benefits, end of the year $20,329,708 $14,307,057 $7,090,703 $4,038,528 $3,826,450 $1,322,107
=========== =========== ============ ========== ============ ==========
<FN>
The accompanying notes are an integral part of the financial statements.
- 10 -
</TABLE>
<PAGE> 11
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<CAPTION>
For the Year Ended December 31, 1993
(Page 2 of 2)
----------------------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity 20th Century
Money U.S. Bond Fidelity Fidelity Growth
Market Index Overseas Loan Investors
Portfolio Portfolio Fund Fund Fund Total
----------- ----------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sources of net assets:
Investment income:
Interest and dividends $15,132 $43,151 $16,024 $61,650 $51,657 $2,902,052
Net realized gain (loss)
on dispositions 3,358 4,696 (138,833) 156,192
Unrealized appreciation
(depreciation) 4,421 107,773 1,565,885
Contributions:
Employee 130,771 100,956 109,448 324,158 8,170,805
Employer matching 969,598
Loans repaid (principal
and interest) 15,210 10,173 12,160 (833,416) 28,033 0
Other 5,137 842 2,578 61,219
---------- ----------- ---------- ---------- ----------- -----------
166,250 162,901 252,679 (771,766) 265,015 13,825,751
---------- ----------- ---------- ---------- ----------- -----------
Application of net assets:
Participant withdrawals (28,024) (9,235) (13,156) (23,343) (1,177,376)
Plan transfers out (118) (3,107) (5) (16,780) (277,193)
Loans issued (25,749) (16,465) (13,785) 1,382,357 (36,097) 0
---------- ----------- ---------- ---------- ----------- -----------
(53,891) (28,807) (26,946) 1,382,357 (76,220) (1,454,569)
---------- ----------- ---------- ---------- ----------- -----------
Participant reallocations 654,544 549,152 875,381 0 (3,624,325) 0
---------- ----------- ---------- ---------- ----------- -----------
Increase (decrease) in net
assets during the year 766,903 683,246 1,101,114 610,591 (3,435,530) 12,371,182
Net assets available for
benefits, beginning
of the year 0 0 0 1,217,418 3,435,530 42,922,643
---------- ----------- ---------- ---------- ----------- -----------
Net assets available for
benefits, end of the year $766,903 $683,246 $1,101,114 $1,828,009 $0 $55,293,825
========== =========== ========== ========== =========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
- 11 -
</TABLE>
<PAGE> 12
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
Effective January 1, 1985, Wisconsin Electric Power Company ("WE") and
Wisconsin Natural Gas Company ("WN") initiated the Represented Employee Savings
Plan ("RESP" or "Plan"). Hereinafter, the term "Company" includes, where
appropriate, WE and WN. Under the Plan, eligible employees were allowed to
save up to 15% of their base wages during 1994, up to a maximum of $9,420
($8,994 in 1993), through regular payroll deductions. These savings
contributions were placed directly into the individuals' RESP accounts as
investments rather than being paid in the form of wages. Savings contributions
to the RESP are made on a tax-deferred basis. In addition, investment earnings
on those savings are not taxed while such amounts accumulate in the Plan. The
Plan offers participants the flexibility of changing savings percentage rates
bi-weekly and allocations of savings between investment funds daily, and the
option to suspend savings at any time.
Effective January 1, 1992, the Company began matching employee contributions at
25% of contributions up to 4% of base wages. The maximum Company matching
contribution is 1% of each participant's qualified compensation. The Company's
contribution is placed directly into the WEC Common Stock Fund. Participants
are immediately vested in the Company contributions.
Effective January 1, 1994, the Company began matching employee contributions at
25% of contributions up to 6% of base wages, except as noted below. The
maximum Company matching contribution is 1.5% of each participant's qualified
compensation. The Company's contribution is placed directly into the WEC
Common Stock Fund. Participants are immediately vested in the Company's
contributions.
Also effective January 1, 1994, represented employees of WN who were formerly
employees of Wisconsin Southern Gas Company, Inc. ("Wisconsin Southern"),
became immediately eligible to participate in the RESP as a result of a merger
of the two companies. Under a previous labor agreement, Company matching
contributions for said employees is limited to 25% of the first 4% of base
wages. Eligible pay for said employees on which contributions are determined
includes overtime pay.
Effective January 1, 1995, the Company began matching employee contributions,
including the former employees of Wisconsin Southern, at 50% of contributions
up to 6% of base wages. The maximum Company matching contribution is 3% of
each participant's qualified compensation. The Company's contribution is
placed directly into the WEC Common Stock Fund. Participants are immediately
vested in the Company contributions.
Fidelity Investments is the investment provider, recordkeeper and trustee for
the Plan.
- 12 -
<PAGE> 13
Following is a description of certain other key aspects of the Plan:
Participation -
- ------------- Company represented employees (those represented by collective
bargaining agreements) that had completed one year of service were eligible to
participate in the RESP. A year of service represents a twelve-month period
during which an employee has completed 1,000 hours of service.
Investment Alternatives -
- ----------------------- Participant contributions may be made to one or more
of the following investment funds:
- Blended Rate Income Fund - This fund invests in a series of guaranteed
income contracts from insurance companies or financial institutions in
order to provide a blended rate of return with a low risk to principal.
- WEC Common Stock Fund - This fund invests in Wisconsin Energy
Corporation common stock.
- Fidelity Equity Income Fund - This fund invests in securities with
above-average yields and with some potential for future investment
growth.
- Fidelity Growth Company Fund - This fund invests primarily in common
stocks and securities convertible into common stocks seeking long-term
capital appreciation.
- Fidelity U.S. Equity Index Commingled Pool - This fund attempts to
provide results corresponding to the total return performance of a broad
number of common stocks publicly traded in the United States, by
approximating the composition and total return of the Standard & Poor's
500-stock index.
- Fidelity Balanced Fund - This fund invests primarily in investment-grade
or higher bonds, and other high-yielding securities, including foreign
and domestic stocks. The fund seeks as much income as possible while
preserving capital.
- Fidelity Retirement Government Money Market Portfolio - This fund
invests in obligations issued or guaranteed as to principal and interest
by the U.S. government, its agencies and instrumentalities. The
portfolio seeks a high level of current income while preserving the
principal of its investors.
- Fidelity U.S. Bond Index Portfolio - This fund tries to balance its
investments in U.S. government, corporate, mortgage and income
securities in the same proportion as their representation in the Lehman
Brothers Aggregate Bond Index, a U.S. investment-grade, fixed-income
index comprising approximately 6,500 securities.
- Fidelity Overseas Fund - This fund invests primarily in foreign
securities. The fund seeks long-term capital appreciation.
- 20th Century Growth Investors Fund - This fund invests primarily in
common stocks with an above-average potential for future investment
growth. This fund was discontinued as an investment option effective
July 1, 1993.
- 13 -
<PAGE> 14
The value of participant investments in the Blended Rate Income Fund grows
through interest earnings at negotiated interest rates, while investment growth
in mutual funds results from dividends plus a net increase (decrease) in the
market value of securities in the fund.
Participant Withdrawals and Terminations -
- ---------------------------------------- The full value of a participant's
RESP account is distributed through a lump-sum cash payment to the employee or
his beneficiary upon retirement, termination of employment or death, for
account balances less than $3,500. Distributions of participant account
balances greater than $3,500 are based on participant elections in accordance
with the Plan provisions.
As the Plan is primarily designed to meet long-term financial needs, employees
may permanently withdraw amounts from their accounts only under the terms of
the Plan's financial hardship withdrawal guidelines.
Amounts paid from RESP accounts are subject to federal income tax upon
distribution.
Loans -
- ----- Loans may be requested by Plan participants in amounts up to 50% of
their Plan accounts. Loans are repayable monthly over periods not to exceed 5
years. The interest rate charged on participant loans is fixed at the
beginning of each loan at prime rate at Firstar Bank plus 1%.
Duration of the Plan -
- -------------------- The Company expects to continue the Plan indefinitely.
The Company reserves the right to terminate, modify, alter or amend the Plan or
any trust agreement thereunder including any amendment deemed necessary to
qualify or to ensure the continued qualification of the Plan under applicable
Federal and State laws.
Federal Income Tax Status -
- ------------------------- The Internal Revenue Service has issued a favorable
determination letter as to the tax exempt status of both the Plan and the trust
under the Internal Revenue Code and accordingly, the Plan and trust are exempt
from federal income taxes. A new determination letter has been requested for
the Plan as currently in effect.
Administration -
- -------------- The RESP is administered by the Vice President and Corporate
Secretary of WEC who is the Plan Administrator.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Accounting Method -
- ----------------- The Plan's financial statements are prepared on the accrual
basis of accounting.
Investment Valuation -
- -------------------- Investments are stated at market value based on the
quoted net asset values on the last business day of the Plan year. Guaranteed
income contracts are stated at cost, which approximates market value. Interest
earned is immediately reinvested in the contracts.
- 14 -
<PAGE> 15
Income Recognition -
- ------------------ Assets are shown at market value and the Statement of
Changes in Net Assets Available for Benefits includes recognition of net
unrealized appreciation or depreciation for the year on assets held at year-
end. Net unrealized appreciation or depreciation of investments fluctuates
based upon the market price of investments held.
Realized gains and losses are calculated in accordance with the Department of
Labor regulations. Under these regulations, realized gains and losses are
calculated as sale proceeds less the carrying value of the investment at the
beginning of the year or acquisition cost if acquired during the year. The
carrying value of the investment is calculated at each year-end, whereby the
original cost of the investment is adjusted to market value.
Expenses of the Plan -
- -------------------- A trustee is utilized in conjunction with the operations
of the RESP and all related administrative expenses of the Plan are paid by the
Company.
NOTE 3 - BENEFIT OBLIGATIONS PAYABLE
- ------------------------------------
Amounts payable to terminated employees at December 31, 1994 and 1993 were not
significant.
NOTE 4 - PLAN TRANSFERS
- -----------------------
On September 21, 1994, the Wisconsin Energy Corporation Tax Reduction Stock
Ownership Plan ("TRASOP") was effectively terminated. Participants were
allowed a number of options with respect to their account balances, including
the rollover of eligible common stock to the RESP. Included within Plan
transfers in on the Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1994 is $44,973,783 related to the TRASOP
rollovers. Plan transfers in also include $398,681 from a merged Wisconsin
Southern savings plan and $10,564 in miscellaneous receipts. Wisconsin
Southern was merged into WN effective January 1, 1994.
Plan transfers out for the years ended December 31, 1994 and 1993 were
comprised entirely of transfers to the Wisconsin Electric Power Company
Management Employee Savings Plan.
- 15 -
<PAGE> 16
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
REPRESENTED EMPLOYEE SAVINGS PLAN
---------------------------------
I. ITEM 27a - Schedule of Assets Held for Investment
----------------------------------------------------
As of December 31, 1994
-----------------------
<CAPTION>
(a) (b) (c) (d) (e)
Description of investment including
Identity of issue, borrower, maturity date, rate of interest,
lessor, or similar party collateral, par or maturity value Cost Current Value
- ------ ---------------------------------------------- ------------------------------------- ------------- -------------
<S> <C> <C> <C>
Blended Rate Income Fund:
Hartford Life Insurance Company Guaranteed investment contract, 8.44% $ 6,413,893 $ 6,413,893
Metropolitan Life Insurance Company (#12634) Guaranteed investment contract, 8.14% 2,669,376 2,669,376
Metropolitan Life Insurance Company (#12138) Guaranteed investment contract, 8.40% 1,693,430 1,693,430
Provident Life and Accident Insurance Company Guaranteed investment contract, 7.04% 2,428,509 2,428,509
The Prudential Insurance Company Guaranteed investment contract, 5.94% 1,838,102 1,838,102
SunLife of Canada Guaranteed investment contract, 6.60% 1,904,545 1,904,545
Pacific Mutual Life Insurance Company Guaranteed investment contract, 5.07% 2,640,132 2,640,132
Peoples Security Life Insurance Company Guaranteed investment contract, 7.09% 2,499,199 2,499,199
----------- -----------
$22,087,186 $22,087,186
=========== ===========
* WEC Common Stock Fund Mutual/pooled fund $35,644,368 $59,584,708
Fidelity Equity Income Fund Mutual/pooled fund $ 8,020,486 $ 8,195,567
Fidelity Growth Company Fund Mutual/pooled fund $ 5,469,113 $ 5,205,920
Fidelity U.S. Equity Index Commingled Pool Mutual/pooled fund $ 3,399,439 $ 3,813,841
Fidelity Balanced Fund Mutual/pooled fund $ 1,983,714 $ 1,868,325
Fidelity Retirement Government Money Market
Portfolio Mutual/pooled fund $ 1,646,744 $ 1,646,744
Fidelity U.S. Bond Index Portfolio Mutual/pooled fund $ 734,222 $ 683,867
Fidelity Overseas Fund Mutual/pooled fund $ 2,443,581 $ 2,458,163
<FN>
* Party in interest to the plan.
- 16 -
</TABLE>
<PAGE> 17
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
---------------------------------
REPRESENTED EMPLOYEE SAVINGS PLAN
---------------------------------
II. Item 27d - Schedule of Reportable Transactions
--------------------------------------------------
For the Year Ended December 31, 1994
------------------------------------
<CAPTION>
(f) (h)
Expense Current value
(a) (b) (c) (d) (e) incurred (g) of asset on (i)
Identity of party Description Purchase Selling Lease with Cost of transaction Net gain
involved of Asset Price Price rental transaction Asset date or (loss)
- ----------------- ------------------------ ---------- ---------- ------ ----------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wisconsin Energy Blended Rate Income Fund
Corporation
178 purchases $6,646,082 $6,646,082
136 sales $3,251,482 N/A None $3,251,482 3,251,482 $0
Wisconsin Energy WEC Common Stock Fund
Corporation
212 purchases 47,968,779 47,968,779
189 sales 4,290,433 N/A None 3,603,674 4,290,433 686,759
Fidelity Equity Income Fund
165 purchases 2,888,776 2,888,776
95 sales 1,028,981 N/A None 954,698 1,028,981 74,283
- 17 -
</TABLE>
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-34656) of Wisconsin Energy Corporation of our
report dated June 23, 1995 appearing on page 3 of this Exhibit (99)-2 filed
with Amendment No. 1 (on Form 10-K/A) to the Wisconsin Energy Corporation
December 31, 1994 Form 10-K.
/s/ Price Waterhouse LLP
- ---------------------------
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
June 23, 1995
- 18 -
