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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 13, 1995
WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
1-9057
(Commission file number)
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)
NOT APPLICABLE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
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FORM 8-K
WISCONSIN ENERGY CORPORATION
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ITEM 5. OTHER EVENTS
MERGER WITH NORTHERN STATES POWER COMPANY
On September 13, 1995, the stockholders of Wisconsin Energy Corporation (WEC)
and Northern States Power Company (NSP) voted, in their respective stockholder
meetings, to approve the proposed merger between the two companies and their
subsidiaries. A copy of WEC's press release issued following the special
meeting of WEC's stockholders is filed as an exhibit to this report and is
incorporated herein by reference.
As previously reported in WEC's Current Report on Form 8-K dated April 28,
1995 and filed on May 3, 1995, and Quarterly Reports on Forms 10-Q for the
quarters ended March 31, 1995 and June 30, 1995, respectively, the merger
agreement entered into by NSP and WEC provides for a strategic business
combination in a "merger-of-equals" transaction. WEC anticipates consummation
of the merger transaction by the end of 1996, after completion of the
regulatory approval process.
At the special meeting of WEC stockholders held on September 13, 1995, the
common stockholders approved several items related to the merger with NSP.
WEC stockholders of record at the close of business on July 27, 1995
(109,936,834 common shares) were entitled to vote at the special meeting. A
brief description of each item voted upon, the number of votes cast for and
against, as well as the number of abstentions and broker non-votes as to each
matter are listed below:
Item 1: Proposal to approve the Amended and Restated Agreement and Plan of
Merger, dated as of April 28, 1995, as amended and restated as of July 26,
1995, by and among WEC, NSP, WEC Sub Corp. and Northern Power Wisconsin Corp.
(the "Merger Agreement"), and the transactions contemplated thereby, including
the issuance of shares of WEC (to be renamed Primergy Corporation) common
stock pursuant to terms of the Merger Agreement. (Vote required on this
proposal: The majority of the votes entitled to be cast by the holders of WEC
common stock represented at the meeting and entitled to vote thereon (provided
that the total vote cast represents over 50% of all the shares of WEC common
stock entitled to vote thereon).)
No. of No. of
Shares Voted Shares Voted No. of
FOR AGAINST Shares BROKER
the Proposal the Proposal ABSTAINING NON-VOTES
- ------------------------------------------------------------------------------
Common Stock 78,100,961 1,478,468 689,554 0
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Item 2: Proposal to approve the amendment to and restatement of WEC's
Restated Articles of Incorporation so as to change the name of WEC to Primergy
Corporation. (Vote required on this proposal: The majority of the votes
entitled to be cast at the meeting by the holders of the outstanding shares of
WEC common stock entitled to vote thereon.)
No. of No. of
Shares Voted Shares Voted No. of
FOR AGAINST Shares BROKER
the Proposal the Proposal ABSTAINING NON-VOTES
- ------------------------------------------------------------------------------
Common Stock 76,475,053 2,955,557 826,373 0
Item 3: Proposal to approve the amendment to and restatement of WEC's
Restated Articles of Incorporation so as to increase the amount of authorized
common stock of WEC from 325,000,000 to 750,000,000 shares, thereby increasing
WEC's authorized capitalization from 340,000,000 shares to 765,000,000 shares.
(Vote required on this proposal: The majority of the votes entitled to be
cast at the meeting by the holders of the outstanding shares of WEC common
stock entitled to vote thereon.)
No. of No. of
Shares Voted Shares Voted No. of
FOR AGAINST Shares BROKER
the Proposal the Proposal ABSTAINING NON-VOTES
- ------------------------------------------------------------------------------
Common Stock 69,652,129 9,503,207 1,100,748 0
Item 4: Proposal to approve the Primergy Stock Incentive Plan. (Vote
required on this proposal: The majority of the votes entitled to be cast by
the holders of the WEC common stock represented at the meeting and entitled to
vote thereon (provided that the total vote cast represents over 50% of all the
shares of WEC common stock entitled to vote thereon).)
No. of No. of
Shares Voted Shares Voted No. of
FOR AGAINST Shares BROKER
the Proposal the Proposal ABSTAINING NON-VOTES
- ------------------------------------------------------------------------------
Common Stock 70,515,586 7,593,994 2,147,403 0
Item 5: Proposal to approve the Primergy Management Incentive Compensation
Plan. (Vote required on this proposal: The majority of the votes entitled to
be cast by the holders of the WEC common stock represented at the meeting and
entitled to vote thereon.)
No. of No. of
Shares Voted Shares Voted No. of
FOR AGAINST Shares BROKER
the Proposal the Proposal ABSTAINING NON-VOTES
- ------------------------------------------------------------------------------
Common Stock 69,222,826 8,321,001 2,713,157 0
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS. The following exhibit is filed herewith:
(20)-1 Press Release, dated September 13, 1995, of Wisconsin Energy
Corporation.
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FORM 8-K
WISCONSIN ENERGY CORPORATION
- -----------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
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(Registrant)
/s/ J. G. Remmel
- ------------------------------------
Date: September 25, 1995 J. G. Remmel, Vice President, Treasurer
and Chief Financial Officer
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WISCONSIN ENERGY CORPORATION
____________________________
EXHIBIT INDEX
Current Report on Form 8-K
Report Dated September 13, 1995
Exhibit
Number
-------
(20)-1 Press Release, dated September 13, 1995, of Wisconsin
Energy Corporation.
5
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Exhibit (20)-1
WISCONSIN ENERGY CORPORATION
From: Rick James (414-221-4444)
September 13, 1995
Wisconsin Energy Shareholders Approve Merger With Northern States Power
MILWAUKEE -- Wisconsin Energy Corporation (NYSE:WEC) shareholders have
approved the merger of WEC and Northern States Power Company (NYSE:NSP),
Minneapolis, to form Primergy Corporation. Of the WEC common shares
represented at the meeting, 97.3 percent were voted in favor of the
combination at a special shareholders meeting held today in Milwaukee.
Today our shareholders affirmed that our merger with Northern States Power
Company is a sound strategic approach to a changing business environment and
is a significant opportunity that cannot be missed, stated Richard A. Abdoo,
WEC chairman, president and chief executive officer. This merger of equals
furthers our goal to be a premier investor-owned energy services company. The
merger will help us to better meet customer needs, offer competitive rates and
create shareholder value. We are pleased that this merger will result in a
stronger Wisconsin Energy, and that we will remain a committed partner and a
visible part of the Milwaukee community.
NSP shareholders also voted to approve the merger at their annual meeting held
today in Minneapolis.
In addition to shareholder approval, WEC and NSP have filed for approvals from
the Federal Energy Regulatory Commission (FERC), Securities and Exchange
Commission (SEC), and the public service commissions of Minnesota, Wisconsin,
Michigan and North Dakota. If the companies receive all required approvals,
they hope to complete the merger by year-end 1996.
In other action at the special meeting, WEC shareholders approved proposals to
change the name of WEC to Primergy Corporation, increase the amount of
authorized common stock of WEC from 325,000,000 shares to 750,000,000 shares,
and approve stock incentive and management incentive compensation plans for
Primergy.
Originally announced last May 1, the merger will create the tenth largest
investor-owned energy services company in the United States, based on market
capitalization of about $6 billion. Primergy Corp. will be the largest
provider of electricity and natural gas in the upper Midwest, serving more
than two million electric and 750,000 natural gas customers in Wisconsin,
Minnesota, Michigan, North Dakota and South Dakota. Based on historical
results, annual revenues of Primergy should initially be approximately $4
billion.
Headquartered in Milwaukee, Wisconsin Energy Corporation is a holding company
with subsidiaries in utility and nonutility businesses. Its principal
subsidiaries are Wisconsin Electric Power Company and Wisconsin Natural Gas
Company.
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