<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, 1995
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
1995 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, 1995 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, 1995 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 27, 1996 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, 1995
Consolidated Statement of Cash Flows for the three years
ended December 31, 1995
Consolidated Balance Sheet at December 31, 1995 and 1994
Consolidated Capitalization Statement at December 31, 1995
and 1994
Consolidated Common Stock Equity Statement for the three
years ended December 31, 1995
Notes to Financial Statements
Report of Independent Accountants
2. Financial Statement Schedules Included in Part IV of this
report:
Schedule I Condensed Parent Company Financial
Statements for the three years ended
December 31, 1995
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.
* * * * *
The following Primergy Corporation Unaudited Pro Forma Combined
Condensed Financial Information is contained herein after this
Item 14: (Previously filed.)
Unaudited Pro Forma Combined Condensed Balance Sheet at
December 31, 1995
Unaudited Pro Forma Combined Condensed Statements of Income
for the 12 months ended December 31, 1995, 1994 and 1993
Notes to Unaudited Pro Forma Combined Condensed Financial
Statements
- 86 -
<PAGE> 4
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K - (cont'd)
3. Exhibits. The following Exhibits are filed with this report:
Exhibit No.
(10)-1 Supplemental Executive Retirement Plan of Wisconsin
Energy Corporation ("WEC") (as amended and restated
as of January 1, 1996). * (Previously filed.)
(10)-2 Amended Non-Qualified Trust Agreement by and between
WEC and Firstar Trust Company dated January 26, 1996,
regarding trust established to provide a source of
funds to assist in meeting of the liabilities under
various nonqualified deferred compensation plans made
between WEC or its subsidiaries and various plan
participants. * (Previously filed.)
(10)-3 Executive Deferred Compensation Plan of WEC, effective
January 1, 1989, as amended and restated as of
January 1, 1996. * (Previously filed.)
(10)-4 Directors' Deferred Compensation Plan of WEC,
effective January 1, 1987, and as restated as of
January 1, 1996. * (Previously filed.)
(10)-5 Forms of Stock Option Agreements under 1993 Omnibus
Stock Incentive Plan. * (Previously filed.)
(10)-6 Form of Amendment to Stock Option Agreements under
1993 Omnibus Stock Incentive Plan to waive NSP
Transaction as a change in control thereunder. *
(Previously filed.)
(10)-7 Supplemental Benefits Agreement between WEC and Calvin
H. Baker dated November 21, 1994. * (Previously
filed.)
(10)-8 Form of Amendment to Supplemental Benefits Agreements
to waive NSP Transaction as a change in control
thereunder. * (Previously filed.)
(10)-9 Form of Consent under the Executive Deferred
Compensation Plan to waive NSP Transaction as a change
in control thereunder. * (Previously filed.)
(21)-1 Subsidiaries of WEC. (Previously filed.)
(23)-1 Price Waterhouse LLP - Milwaukee, WI Consent of
Independent Accountants appearing on page 96 of this
Annual Report on Form 10-K for the year ended
December 31, 1995. (Previously filed.)
(23)-2 Consent of Price Waterhouse LLP - Minneapolis, MN,
Northern States Power Company's ("NSP") Independent
Accountants. (Previously filed.)
(23)-3 Consent of Deloitte & Touche LLP - Minneapolis, MN,
NSP's Independent Auditors prior to 1995. (Previously
filed.)
- 87 -
<PAGE> 5
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K - (cont'd)
(27)-1 WEC Financial Data Schedule for the fiscal year ended
December 31, 1995. (Previously filed.)
(99)-1 Information furnished in lieu of the Form 11-K
Annual Report for Management Employee Savings
Plan for the year ended December 31, 1995. (Filed
with Amendment No. 1.)
(99)-2 Information furnished in lieu of the Form 11-K
Annual Report for Represented Employee Savings
Plan for the year ended December 31, 1995. (Filed
with Amendment No. 1.)
In addition to those Exhibits shown above, which are filed herewith, WEC 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)-1 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 NSP, WEC, Northern Power Wisconsin Corp. ("New NSP") and WEC
Sub Corp. (Exhibit (2)-1 to WEC's Registration Statement on Form S-4
filed on August 7, 1995, Registration No. 33-61619 ("Form S-4,
No. 33-61619"); other related documents are also filed as exhibits
to such Registration Statement.)
(2)-2 WEC Stock Option Agreement, dated as of April 28, 1995, by and among
NSP and WEC. (Exhibit (2)-2 to Form S-4, No. 33-61619.)
(2)-3 NSP Stock Option Agreement, dated as of April 28, 1995, by and among
WEC and NSP. (Exhibit (2)-3 to Form S-4, No. 33-61619.)
(2)-4 Committees of the Board of Directors of Primergy Corporation
("Primergy"). (Exhibit (2)-4 to Form S-4, No. 33-61619.)
(2)-5 Form of Employment Agreement between Primergy and James J. Howard.
(Exhibit (2)-5 to Form S-4, No. 33-61619.)
(2)-6 Form of Employment Agreement between Primergy and Richard A. Abdoo.
(Exhibit (2)-6 to Form S-4, No. 33-61619.)
(2)-7 Form of Amended and Restated Articles of Incorporation of New NSP.
(Exhibit 3-3 (b) to Form S-4, No. 33-61619.)
(2)-8 Letter Agreement, dated January 17, 1995, between NSP and WEC.
(Exhibit (2)-8 to WEC's Schedule 13D dated May 4, 1995 with respect
to the NSP Stock Option Agreement.)
(2)-9 Letter Agreement, dated April 26, 1995, between NSP and WEC amending
Letter Agreement dated January 17, 1995. (Exhibit (2)-9 to WEC's
Schedule 13D dated May 4, 1995 with respect to the NSP Stock Option
Agreement.)
(3)-1 Restated Articles of Incorporation of WEC, as amended and restated
effective June 12, 1995. (Exhibit (3)-1 to WEC's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, File No. 1-9057 ("WEC's
6/30/95 10-Q").)
- 88 -
<PAGE> 6
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K - (cont'd)
(3)-2 Bylaws of WEC, as amended and restated July 26, 1995. (Exhibit (3)-2
to Form S-4, No. 33-61619.)
(4)-1 Reference is made to Article III of the Restated Articles of
Incorporation of WEC. (Exhibit (3)-1 herein.)
Mortgage, Indenture,
Supplemental Indenture
or Securities
Resolution 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-I 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
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)
- 89 -
<PAGE> 7
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K - (cont'd)
Mortgage, Indenture,
Supplemental Indenture
or Securities
Resolution Company Date Exhibit # Under File No.
- ------------------------------------------------------------------------------
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)
41 Fortieth WE 1/01/96 (4)-1 1-1245 (1/1/96
WE Form 8-K)
42 Indenture for WE 12/01/95 (4)-1 1-1245 (12/31/95
Debt Securities WE Form 10-K)
(the "Indenture")
43 Securities WE 12/05/95 (4)-2 1-1245 (12/31/95
Resolution No. WE Form 10-K)
1 under the
Indenture
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.
(10)-10 Supplemental Benefits Agreement between WEC and Richard A. Abdoo dated
November 21, 1994, and April 26, 1995 letter agreement.
(Exhibit (10)-1 to WEC's 6/30/95 10-Q.) *
(10)-11 WEC Senior Executive Severance Policy, as adopted effective
April 28, 1995 and amended on July 26, 1995. (Exhibit (10)-3 to
WEC's 6/30/95 10-Q.) *
(10)-12 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 WEC to officers and other
key employees. (Exhibit 10-1 to WEC's 1993 Form 10-K in File
No. 1-9057.) *
- 90 -
<PAGE> 8
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K - (cont'd)
(10)-13 Agreement between WEC, WITECH Corporation and employee Francis
Brzezinski dated November 30, 1992, naming him a participant in the
WEC Supplemental Executive Retirement Plan retroactive to
September 1, 1990. (Exhibit 10-1 to WEC's 1992 Form 10-K in File
No. 1-9057.) *
(10)-14 Short-Term Performance Plan of WEC effective January 1, 1992.
(Exhibit 10-3 to WEC's 1991 Form 10-K in File No. 1-9057.) *
(10)-15 Service Agreement dated January 1, 1987, between WE, WEC and other
non-utility affiliated companies. (Exhibit (10)-(a) to WE's Current
Report on Form 8-K dated January 2, 1987 in File No. 1-1245.)
(99)-3 Audited Financial Statements of NSP. (Item 8 of NSP's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995, File
No. 1-3034):
Report of Independent Accountants.
Independent Auditor's Report for years prior to 1995.
Consolidated Statements of Income for the three years ended
December 31, 1995.
Consolidated Statements of Cash Flows for the three years ended
December 31, 1995.
Consolidated Balance Sheets at December 31, 1995 and 1994.
Consolidated Statements of Common Stockholders' Equity for the three
years ended December 31, 1995.
Consolidated Statements of Capitalization at December 31, 1995
and 1994.
Notes to Financial Statements.
- ----------------------------
* Management contracts and executive compensation plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the year ended
December 31, 1995.
- 91 -
<PAGE> 9
WISCONSIN ENERGY CORPORATION
INCOME STATEMENT
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1995 1994 1993
-------- -------- --------
(Thousands of Dollars)
Miscellaneous Income $ 645 $ 373 $ 411
Nonoperating Expense 363 423 250
-------- -------- --------
282 (50) 161
Income Taxes 122 (20) 17
-------- -------- --------
160 (30) 144
Equity in Subsidiaries' Earnings 233,874 180,898 189,991
-------- -------- --------
Net Income $234,034 $180,868 $190,135
======== ======== ========
See Notes on Page 95.
(continued on next page)
- 92 -
<PAGE> 10
WISCONSIN ENERGY CORPORATION
STATEMENT OF CASH FLOWS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
----------------------
1995 1994 1993
--------- --------- ---------
(Thousands of Dollars)
Operating Activities:
Net Income $ 234,034 $ 180,868 $ 190,135
Reconciliation to cash:
Equity in subsidiaries' earnings (233,874) (180,898) (189,991)
Dividends from subsidiaries 159,576 150,951 74,654
Other (8,131) 235 109
--------- --------- ---------
Cash Provided by Operating Activities 151,605 151,156 74,907
Investing Activities:
Equity investment in subsidiaries - net (36,641) (19,500) (23,500)
Change in notes receivable -
associated companies (6,490) (17,535) 13,330
Other (1,128) (870) (8)
--------- --------- ---------
Cash Used in Investing Activities (44,259) (37,905) (10,178)
Financing Activities:
Sale of common stock 52,353 50,494 61,442
Dividends on common stock (159,688) (150,708) (140,876)
Change in notes payable -
associated companies - (13,100) 13,100
--------- --------- ---------
Cash Used in Financing Activities (107,335) (113,314) (66,334)
--------- --------- ---------
Change in Cash and Cash Equivalents $ 11 $ (63) $ (1,605)
========= ========= =========
Cash Paid for-
Interest $ - $ 62 $ -
Income Taxes 246 (15) (3)
See Notes on Page 95.
(continued on next page)
- 93 -
<PAGE> 11
WISCONSIN ENERGY CORPORATION
BALANCE SHEET
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
December 31
----------------------
1995 1994
---------- ----------
(Thousands of Dollars)
Assets
------
Current Assets
Cash and cash equivalents $ 14 $ 3
Accounts and notes receivable
from associated companies 24,728 17,909
Other 580 297
---------- ----------
Total Current Assets 25,322 18,209
Property and Investments
Investment in subsidiary companies 1,839,993 1,729,052
Other 1,534 885
---------- ----------
Total Property and Investments 1,841,527 1,729,937
Deferred Charges 16,431 7,585
---------- ----------
$1,883,280 $1,755,731
========== ==========
Liabilities
-----------
Current Liabilities
Accounts payable $ 216 $ 41
Accounts and notes payable
to associated companies 108 132
Other 21 (61)
---------- ----------
Total Current Liabilities 345 112
Deferred Credits 8,881 8,264
Stockholders' Equity
Common stock 680,807 628,446
Retained earnings 116,227 116,187
Undistributed subsidiaries' earnings 1,077,020 1,002,722
---------- ----------
Total Stockholders' Equity 1,874,054 1,747,355
---------- ----------
$1,883,280 $1,755,731
========== ==========
See Notes on Page 95.
(continued on next page)
- 94 -
<PAGE> 12
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 61-83 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
subsidiary to transfer funds to Wisconsin Energy Corporation ("WEC") in
the form of cash dividends, loans, or advances. Under Wisconsin law,
Wisconsin Electric Power Company ("WE") is prohibited from loaning funds,
either directly or indirectly, to WEC. WEC does not believe that such
restrictions will affect its operations.
- 95 -
<PAGE> 13
Wisconsin Energy Corporation
EXHIBIT INDEX
-------------
1995 Annual Report on Form 10-K
For the Year Ended December 31, 1995
Exhibit
Number
- -------
The following Exhibits are filed with this report:
(10)-1 Supplemental Executive Retirement Plan of Wisconsin Energy Corporation
("WEC") (as amended and restated as of January 1, 1996). *
(Previously filed.)
(10)-2 Amended Non-Qualified Trust Agreement by and between WEC and Firstar
Trust Company dated January 26, 1996, regarding trust established to
provide a source of funds to assist in meeting of the liabilities
under various nonqualified deferred compensation plans made between
WEC or its subsidiaries and various plan participants. * (Previously
filed.)
(10)-3 Executive Deferred Compensation Plan of WEC, effective January 1,
1989, as amended and restated as of January 1, 1996. * (Previously
filed.)
(10)-4 Directors' Deferred Compensation Plan of WEC, effective January 1,
1987, and as restated as of January 1, 1996. * (Previously filed.)
(10)-5 Forms of Stock Option Agreements under 1993 Omnibus Stock Incentive
Plan. * (Previously filed.)
(10)-6 Form of Amendment to Stock Option Agreements under 1993 Omnibus Stock
Incentive Plan to waive NSP Transaction as a change in control
thereunder. * (Previously filed.)
(10)-7 Supplemental Benefits Agreement between WEC and Calvin H. Baker dated
November 21, 1994. * (Previously filed.)
(10)-8 Form of Amendment to Supplemental Benefits Agreements to waive NSP
Transaction as a change in control thereunder. * (Previously filed.)
(10)-9 Form of Consent under the Executive Deferred Compensation Plan to
waive NSP Transaction as a change in control thereunder. *
(Previously filed.)
(21)-1 Subsidiaries of WEC. (Previously filed.)
(23)-1 Price Waterhouse LLP - Milwaukee, WI Consent of Independent
Accountants appearing on page 96 of this Annual Report on Form 10-K
for the year ended December 31, 1995. (Previously filed.)
(23)-2 Consent of Price Waterhouse LLP - Minneapolis, MN, Northern States
Power Company's ("NSP") Independent Accountants. (Previously filed.)
(23)-3 Consent of Deloitte & Touche LLP - Minneapolis, MN, NSP's Independent
Auditors prior to 1995. (Previously filed.)
(27)-1 WEC Financial Data Schedule for the fiscal year ended December 31,
1995. (Previously filed.)
- 105 -
<PAGE> 14
Exhibit
Number
- -------
(99)-1 Information furnished in lieu of the Form 11-K Annual Report for
Management Employee Savings Plan for the year ended December 31, 1995.
(Filed with Amendment No. 1.)
(99)-2 Information furnished in lieu of the Form 11-K Annual Report for
Represented Employee Savings Plan for the year ended December 31,
1995. (Filed with Amendment No. 1.)
- --------------------
* Management contracts and executive compensation plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
In addition to those Exhibits shown above, which are filed herewith, WEC
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)-1 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 NSP, WEC, Northern Power Wisconsin Corp. ("New NSP") and WEC
Sub Corp. (Exhibit (2)-1 to WEC's Registration Statement on Form S-4
filed on August 7, 1995, Registration No. 33-61619 ("Form S-4,
No. 33-61619"); other related documents are also filed as exhibits
to such Registration Statement.)
(2)-2 WEC Stock Option Agreement, dated as of April 28, 1995, by and among
NSP and WEC. (Exhibit (2)-2 to Form S-4, No. 33-61619.)
(2)-3 NSP Stock Option Agreement, dated as of April 28, 1995, by and among
WEC and NSP. (Exhibit (2)-3 to Form S-4, No. 33-61619.)
(2)-4 Committees of the Board of Directors of Primergy Corporation
("Primergy"). (Exhibit (2)-4 to Form S-4, No. 33-61619.)
(2)-5 Form of Employment Agreement between Primergy and James J. Howard.
(Exhibit (2)-5 to Form S-4, No. 33-61619.)
(2)-6 Form of Employment Agreement between Primergy and Richard A. Abdoo.
(Exhibit (2)-6 to Form S-4, No. 33-61619.)
(2)-7 Form of Amended and Restated Articles of Incorporation of New NSP.
(Exhibit 3-3 (b) to Form S-4, No. 33-61619.)
(2)-8 Letter Agreement, dated January 17, 1995, between NSP and WEC.
(Exhibit (2)-8 to WEC's Schedule 13D dated May 4, 1995 with respect
to the NSP Stock Option Agreement.)
(2)-9 Letter Agreement, dated April 26, 1995, between NSP and WEC amending
Letter Agreement dated January 17, 1995. (Exhibit (2)-9 to WEC's
Schedule 13D dated May 4, 1995 with respect to the NSP Stock Option
Agreement.)
(3)-1 Restated Articles of Incorporation of WEC, as amended and restated
effective June 12, 1995. (Exhibit (3)-1 to WEC's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, File No. 1-9057 ("WEC's
6/30/95 10-Q").)
- 106 -
<PAGE> 15
Exhibit
Number
- -------
(3)-2 Bylaws of WEC, as amended and restated July 26, 1995. (Exhibit (3)-2
to Form S-4, No. 33-61619.)
(4)-1 Reference is made to Article III of the Restated Articles of
Incorporation of WEC. (Exhibit (3)-1 herein.)
Mortgage, Indenture,
Supplemental Indenture
or Securities
Resolution 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-I 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
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)
- 107 -
<PAGE> 16
Mortgage, Indenture,
Supplemental Indenture
or Securities
Resolution Company Date Exhibit # Under File No.
- ------------------------------------------------------------------------------
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)
41 Fortieth WE 1/01/96 (4)-1 1-1245 (1/1/96
WE Form 8-K)
42 Indenture for WE 12/01/95 (4)-1 1-1245 (12/31/95
Debt Securities WE Form 10-K)
(the "Indenture")
43 Securities WE 12/05/95 (4)-2 1-1245 (12/31/95
Resolution No. WE Form 10-K)
1 under the
Indenture
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.
(10)-10 Supplemental Benefits Agreement between WEC and Richard A. Abdoo dated
November 21, 1994, and April 26, 1995 letter agreement.
(Exhibit (10)-1 to WEC's 6/30/95 10-Q.) *
(10)-11 WEC Senior Executive Severance Policy, as adopted effective
April 28, 1995 and amended on July 26, 1995. (Exhibit (10)-3 to
WEC's 6/30/95 10-Q.) *
(10)-12 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 WEC to officers and other
key employees. (Exhibit 10-1 to WEC's 1993 Form 10-K in File
No. 1-9057.) *
- 108 -
<PAGE> 17
Exhibit
Number
- -------
(10)-13 Agreement between WEC, WITECH Corporation and employee Francis
Brzezinski dated November 30, 1992, naming him a participant in the
WEC Supplemental Executive Retirement Plan retroactive to
September 1, 1990. (Exhibit 10-1 to WEC's 1992 Form 10-K in File
No. 1-9057.) *
(10)-14 Short-Term Performance Plan of WEC effective January 1, 1992.
(Exhibit 10-3 to WEC's 1991 Form 10-K in File No. 1-9057.) *
(10)-15 Service Agreement dated January 1, 1987, between WE, WEC and other
non-utility affiliated companies. (Exhibit (10)-(a) to WE's Current
Report on Form 8-K dated January 2, 1987 in File No. 1-1245.)
(99)-3 Audited Financial Statements of NSP. (Item 8 of NSP's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995, File
No. 1-3034):
Report of Independent Accountants.
Independent Auditor's Report for years prior to 1995.
Consolidated Statements of Income for the three years ended
December 31, 1995.
Consolidated Statements of Cash Flows for the three years ended
December 31, 1995.
Consolidated Balance Sheets at December 31, 1995 and 1994.
Consolidated Statements of Common Stockholders' Equity for the three
years ended December 31, 1995.
Consolidated Statements of Capitalization at December 31, 1995
and 1994.
Notes to Financial Statements.
- -------------------------
* Management contracts and executive compensation plans or arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
- 109 -
<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, 1995
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 27, 1996 By /s/ C. H. Baker
--------------------------------
C. H. Baker, 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, 1995 and 1994, 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 3, 1996
- 3 -
<PAGE> 4
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
MANAGEMENT EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31, 1995
(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 (Note 2):
Group annuity contracts $30,652,456 $ 0 $ 0 $ 0 $ 0 $ 0
Mutual and pooled funds 0 51,383,227 19,964,408 16,290,632 10,283,526 3,055,407
Receivables:
Loans receivable from
MESP participants 0 0 0 0 0 0
Cash 2,913,784 631,290 0 0 0 0
----------- ----------- ----------- ----------- ----------- ----------
Net assets available
for benefits $33,566,240 $52,014,517 $19,964,408 $16,290,632 $10,283,526 $3,055,407
=========== =========== =========== ========== ========== ==========
<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, 1995
(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 (Note 2):
Group annuity contracts $ 0 $ 0 $ 0 $ 0 $ 30,652,456
Mutual and pooled funds 867,814 1,205,329 3,843,462 0 106,893,805
Receivables:
Loans receivable from
MESP participants 0 0 0 2,687,151 2,687,151
Cash 0 0 0 0 3,545,074
----------- ---------- ---------- ----------- ------------
Net assets available
for benefits $ 867,814 $1,205,329 $3,843,462 $2,687,151 $143,778,486
=========== ========== ========== =========== ============
<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, 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 (Note 2):
Group annuity contracts $30,423,831 $ 0 $ 0 $ 0 $ 0 $ 0
Mutual and pooled funds 0 44,450,365 14,297,291 8,733,480 6,677,743 2,852,760
Receivables:
Loans receivable from
MESP participants 0 0 0 0 0 0
Cash 579,745 427,596 0 0 0 0
----------- ----------- ----------- ---------- ---------- ----------
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.
- 6 -
</TABLE>
<PAGE> 7
<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 (Note 2):
Group annuity contracts $ 0 $ 0 $ 0 $ 0 $ 30,423,831
Mutual and pooled funds 1,150,988 903,584 3,183,746 0 82,249,957
Receivables:
Loans receivable from
MESP participants 0 0 0 2,322,706 2,322,706
Cash 0 0 0 0 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.
- 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, 1995
(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 $ 2,118,215 $ 1,693,068 $ 1,141,470 $ 728,744 $ 0 $ 126,469
Net realized gain
on dispositions 0 989,618 418,202 634,981 236,383 60,476
Unrealized appreciation 0 7,969,943 3,061,379 2,397,612 2,409,362 221,645
Contributions:
Employee 1,417,378 938,302 1,242,175 1,280,389 602,514 374,113
Employer matching 0 2,129,042 0 0 0 0
Plan transfers in 253,423 146,081 126,428 66,126 16,064 17,593
Loans repaid (principal
and interest) 409,721 215,729 242,754 190,569 98,483 43,362
----------- ----------- ----------- ----------- ----------- ----------
4,198,737 14,081,783 6,232,408 5,298,421 3,362,806 843,658
----------- ----------- ----------- ----------- ----------- ----------
Application of net assets:
Participant withdrawals (2,806,330) (1,462,438) (673,738) (486,971) (400,163) (256,840)
Loans issued (488,299) (211,078) (335,093) (151,966) (100,580) (47,157)
----------- ----------- ----------- ----------- ----------- ----------
(3,294,629) (1,673,516) (1,008,831) (638,937) (500,743) (303,997)
----------- ----------- ----------- ----------- ----------- ----------
Participant reallocations 1,658,556 (5,271,711) 443,540 2,897,668 743,720 (337,014)
----------- ----------- ----------- ----------- ----------- ----------
Increase (decrease) in net
assets during the year 2,562,664 7,136,556 5,667,117 7,557,152 3,605,783 202,647
Net assets available for
benefits, beginning
of the year 31,003,576 44,877,961 14,297,291 8,733,480 6,677,743 2,852,760
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for
benefits, end of the year $33,566,240 $52,014,517 $19,964,408 $16,290,632 $10,283,526 $3,055,407
=========== =========== =========== =========== =========== ==========
<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, 1995
(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 $ 53,428 $ 74,122 $ 88,653 $ 197,775 $ 6,221,944
Net realized gain
on dispositions 0 13,776 24,532 0 2,377,968
Unrealized appreciation 0 81,901 192,754 0 16,334,596
Contributions:
Employee 83,513 142,925 446,967 0 6,528,276
Employer matching 0 0 0 0 2,129,042
Plan transfers in 36,600 12,487 15,576 23,934 714,312
Loans repaid (principal
and interest) 13,599 13,219 93,010 (1,320,446) 0
---------- ----------- ---------- ---------- ------------
187,140 338,430 861,492 (1,098,737) 34,306,138
---------- ----------- ---------- ---------- ------------
Application of net assets:
Participant withdrawals (181,605) (84,455) (168,233) (10,714) (6,531,487)
Loans issued (13,179) (13,673) (112,871) 1,473,896 0
---------- ----------- ---------- ---------- ------------
(194,784) (98,128) (281,104) 1,463,182 (6,531,487)
---------- ----------- ---------- ---------- ------------
Participant reallocations (275,530) 61,443 79,328 0 0
---------- ----------- ---------- ---------- ------------
Increase (decrease) in net
assets during the year (283,174) 301,745 659,716 364,445 27,774,651
Net assets available for
benefits, beginning
of the year 1,150,988 903,584 3,183,746 2,322,706 116,003,835
---------- ----------- ---------- ---------- ------------
Net assets available for
benefits, end of the year $ 867,814 $1,205,329 $3,843,462 $2,687,151 $143,778,486
=========== =========== ========== ========== ============
<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, 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 $ 0 $ 84,367
Net realized gain (loss)
on dispositions 0 (205,032) (40,762) (38,580) 6,213 (24,677)
Unrealized appreciation
(depreciation) 0 236,813 (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 0 2,143,773 0 0 0 0
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.
- 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, 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 0 (23,200) 29,820 0 (296,218)
Unrealized appreciation
(depreciation) 0 (72,286) (100,054) 0 (1,756,564)
Contributions:
Employee 99,916 152,027 390,178 0 6,595,058
Employer matching 0 0 0 0 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 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.
- 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. Effective January 1, 1996, WEC merged WN into WE. Hereinafter, the
term "Company" includes, where appropriate, WEC and WE (which includes the
former WN). Under the Plan, eligible employees were allowed to save up to 15%
of their base salary during 1995, up to a maximum of $9,240, through regular
pre-tax payroll deductions. Effective January 1, 1996, eligible employees
will be allowed to save up to 20% of their base salary, up to the maximum.
These savings contributions are 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. Investment
earnings on 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. Also effective January 1, 1996, a
post-tax contribution option will be offered.
The Company matches 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 - In order to provide a blended rate of return
with a low risk to principal, this fund invests in a series of
investment contracts from insurance companies or financial institutions.
- 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 seeks 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 fund
seeks a high level of current income while preserving the principal
of its investors.
- Fidelity U.S. Bond Index Portfolio - This fund seeks 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.
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 and the WEC Common Stock Fund 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.
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.
- 13 -
<PAGE> 14
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
and accordingly, the Plan and trust are exempt from federal income taxes.
Administration - The MESP is administered by the Chief Financial Officer
- -------------- and Vice President of Finance of WE, 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, except guaranteed investment contracts,
- -------------------- are stated at market value based on the quoted asset
values on the last business day of the Plan year. Under the provisions of SOP
94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined-Contribution Pension Plans", guaranteed investment contracts
are stated at contract value. Interest earned is immediately reinvested in
the contracts.
Income Recognition - Assets are recorded 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.
Interest and dividends are recorded as earned.
- 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, 1995 and 1994 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 for the year ended December 31, 1994 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, 1995 include $565,753 from
the RESP and $148,559 in miscellaneous receipts.
- 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, 1995
-----------------------
<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:
American International Life Assurance Company Guaranteed investment contract, 6.42%
due September 30, 2000 $ 1,704,042 $ 1,704,042
Allstate Life Insurance Company Guaranteed investment contract, 6.31%
due December 31, 1998 1,440,927 1,440,927
Combined Insurance Company of America Guaranteed investment contract, 6.10%
due June 30, 1998 1,439,055 1,439,055
Deutsche Bank Financial Products Corporation Synthetic investment contract, 5.83%
(WEP 3) due August 15, 1996 1,164,070 1,164,070
Deutsche Bank Financial Products Corporation Synthetic investment contract, 5.82%
(WEP 1) due November 2, 1996 1,125,828 1,125,828
Deutsche Bank Financial Products Corporation Synthetic investment contract, 5.79%
(WEP 2) due August 30, 1996 1,167,140 1,167,140
John Hancock Mutual Life Insurance Company Guaranteed investment contract, 6.25%
(7928) due June 30, 1999 1,440,048 1,440,048
Lincoln National Life Insurance Company Guaranteed investment contract, 8.01%
due June 30, 1998 1,744,135 1,744,135
New York Life Insurance Company Guaranteed investment contract, 8.00%
due March 31, 1999 3,008,446 3,008,446
Pacific Mutual Life Insurance Company Guaranteed investment contract, 5.07%
due September 30, 1997 1,844,082 1,844,082
Peoples Security Life Insurance Company Guaranteed investment contract, 7.02%
(BDA00427FR) due July 1, 1999 1,539,492 1,539,492
Peoples Security Life Insurance Company Synthetic investment contract, 8.06%
(BDA00119TR) due December 15, 1999 2,766,522 2,766,522
Peoples Security Life Insurance Company Synthetic investment contract, 5.98%
(BDA00119TR5) due December 15, 1998 1,101,239 1,101,239
Protective Life Insurance Company Guaranteed investment contract, 7.80%
due January 1, 1997 1,501,266 1,501,266
Provident Life and Accident Company Guaranteed investment contract, 7.04%
(627-05137-01B) due January 1, 1998 581,978 581,978
Provident Life and Accident Company Guaranteed investment contract, 7.04%
(627-05137-01A) due January 1, 1998 1,154,619 1,154,619
The Prudential Insurance Company Guaranteed investment contract, 5.94%
due April 1, 1998 1,726,017 1,726,017
SunLife of Canada Guaranteed investment contract, 6.60%
due March 31, 1999 2,699,327 2,699,327
SunAmerica Life Insurance Company Guaranteed investment contract, 8.00%
due July 1, 1997 1,504,223 1,504,223
----------- -----------
$30,652,456 $30,652,456
=========== ===========
* WEC Common Stock Fund Mutual/pooled fund $27,863,633 $52,014,517
Fidelity Equity Income Fund Mutual/pooled fund $16,321,857 $19,964,408
Fidelity Growth Company Fund Mutual/pooled fund $13,844,496 $16,290,632
Fidelity U.S. Equity Index Commingled Pool Mutual/pooled fund $ 7,115,548 $10,283,526
Fidelity Balanced Fund Mutual/pooled fund $ 2,965,207 $ 3,055,407
Fidelity Retirement Government Money Market
Portfolio Mutual/pooled fund $ 867,814 $ 867,814
Fidelity U.S. Bond Index Portfolio Mutual/pooled fund $ 1,176,805 $ 1,205,329
Fidelity Overseas Fund Mutual/pooled fund $ 3,593,385 $ 3,843,462
<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, 1995
------------------------------------
<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
203 purchases $12,793,544 $12,793,544
130 sales $10,230,879 N/A None $10,230,879 10,230,879 $0
Wisconsin Energy WEC Common Stock Fund
Corporation
214 purchases 6,606,387 6,606,387
214 sales 10,122,460 N/A None 6,690,201 10,122,460 3,432,259
Fidelity Equity Income Fund
201 purchases 5,908,160 5,908,160
100 sales 3,720,623 N/A None 3,463,541 3,720,623 257,082
Fidelity Growth Company Fund
218 purchases 7,741,491 7,741,491
107 sales 3,216,932 N/A None 3,024,409 3,216,932 192,523
- 17 -
</TABLE>
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-34657 and 33-62157) of Wisconsin Energy
Corporation of our report dated June 3, 1996 appearing in this Exhibit (99)-1
filed with Amendment No. 1 (on Form 10-K/A) to the Wisconsin Energy
Corporation December 31, 1995 Form 10-K.
/s/ Price Waterhouse LLP
- ---------------------------------
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
June 26, 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, 1995
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 27, 1996 By /s/ C. H. Baker
--------------------------------
C. H. Baker, 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, 1995 and 1994, 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 3, 1996
- 3 -
<PAGE> 4
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
REPRESENTED EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31, 1995
(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 (Note 2):
Group annuity contracts $24,158,626 $ 0 $ 0 $ 0 $ 0 $ 0
Mutual and pooled funds 0 70,419,143 12,894,154 10,687,987 6,386,870 2,330,862
Receivables:
Loans receivable from
RESP participants 0 0 0 0 0 0
Cash 2,296,489 871,782 0 0 0 0
----------- ----------- ----------- ----------- ---------- ----------
Net assets available
for benefits $26,455,115 $71,290,925 $12,894,154 $10,687,987 $6,386,870 $2,330,862
=========== =========== =========== =========== ========== ==========
<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, 1995
(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 (Note 2):
Group annuity contracts $ 0 $ 0 $ 0 $ 0 $ 24,158,626
Mutual and pooled funds 1,343,051 838,383 2,887,928 0 107,788,378
Receivables:
Loans receivable from
RESP participants 0 0 0 2,878,411 2,878,411
Cash 0 0 0 0 3,168,271
---------- --------- ---------- ---------- ------------
Net assets available
for benefits $1,343,051 $838,383 $2,887,928 $2,878,411 $137,993,686
========== ========= ========== ========== ============
<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, 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 (Note 2):
Group annuity contracts $22,087,186 $ 0 $ 0 $ 0 $ 0 $ 0
Mutual and pooled funds 0 59,016,986 8,195,567 5,205,920 3,813,841 1,868,325
Receivables:
Loans receivable from
RESP participants 0 0 0 0 0 0
Cash 1,637,122 567,722 0 0 0 0
----------- ----------- ---------- ---------- ---------- ----------
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.
- 6 -
</TABLE>
<PAGE> 7
<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 (Note 2):
Group annuity contracts $ 0 $ 0 $ 0 $ 0 $ 22,087,186
Mutual and pooled funds 1,646,744 683,867 2,458,163 0 82,889,413
Receivables:
Loans receivable from
RESP participants 0 0 0 2,156,652 2,156,652
Cash 0 0 0 0 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.
- 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, 1995
(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 $ 1,655,655 $ 1,322,946 $ 707,286 $ 474,979 $ 0 $ 91,397
Net realized gain
on dispositions 0 1,149,421 129,427 341,072 69,324 37,517
Unrealized appreciation 0 11,865,150 1,953,111 1,515,573 1,474,346 160,103
Contributions:
Employee 2,118,726 2,407,177 1,214,341 1,314,310 561,866 410,373
Employer matching 0 2,812,058 0 0 0 0
Loans repaid (principal
and interest) 332,753 344,869 175,623 164,697 81,962 43,106
----------- ----------- ------------ ----------- ------------ ----------
4,107,134 19,901,621 4,179,788 3,810,631 2,187,498 742,496
----------- ----------- ------------ ----------- ------------ ----------
Application of net assets:
Participant withdrawals (2,503,778) (2,227,434) (543,042) (218,119) (91,177) (177,694)
Plan transfers out (243,135) (142,281) (54,205) (38,406) (13,360) (2,381)
Loans issued (476,269) (686,725) (240,314) (213,336) (109,226) (41,052)
----------- ----------- ------------ ----------- ------------ ----------
(3,223,182) (3,056,440) (837,561) (469,861) (213,763) (221,127)
----------- ----------- ------------ ----------- ------------ ----------
Participant reallocations 1,846,855 (5,138,964) 1,356,360 2,141,297 599,294 (58,832)
----------- ----------- ------------ ----------- ------------ ----------
Increase (decrease) in net
assets during the year 2,730,807 11,706,217 4,698,587 5,482,067 2,573,029 462,537
Net assets available for
benefits, beginning
of the year 23,724,308 59,584,708 8,195,567 5,205,920 3,813,841 1,868,325
----------- ----------- ------------ ----------- ------------ ----------
Net assets available for
benefits, end of the year $26,455,115 $71,290,925 $12,894,154 $10,687,987 $6,386,870 $2,330,862
=========== =========== ============ =========== ============ ==========
<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, 1995
(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 $ 74,165 $ 51,261 $ 68,977 $ 195,397 $ 4,642,063
Net realized gain
on dispositions 0 32,901 42,185 0 1,801,847
Unrealized appreciation 0 33,963 138,518 0 17,140,764
Contributions:
Employee 210,810 148,207 525,460 0 8,911,270
Employer matching 0 0 0 0 2,812,058
Loans repaid (principal
and interest) 25,777 22,977 78,548 (1,270,312) 0
---------- ----------- ---------- ---------- -----------
310,752 289,309 853,688 (1,074,915) 35,308,002
---------- ----------- ---------- ---------- -----------
Application of net assets:
Participant withdrawals (130,824) (49,889) (65,851) (78,850) (6,086,658)
Plan transfers out (34,260) (784) (14,673) (22,268) (565,753)
Loans issued (21,461) (24,734) (84,675) 1,897,792 0
---------- ----------- ---------- ---------- -----------
(186,545) (75,407) (165,199) 1,796,674 (6,652,411)
---------- ----------- ---------- ---------- -----------
Participant reallocations (427,900) (59,386) (258,724) 0 0
---------- ----------- ---------- ---------- -----------
Increase (decrease) in net
assets during the year (303,693) 154,516 429,765 721,759 28,655,591
Net assets available for
benefits, beginning
of the year 1,646,744 683,867 2,458,163 2,156,652 109,338,095
---------- ----------- ---------- ---------- -----------
Net assets available for
benefits, end of the year $1,343,051 $838,383 $2,887,928 $2,878,411 $137,993,686
========== =========== ========== ========== ===========
<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, 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 $ 0 $ 52,243
Net realized gain (loss)
on dispositions 0 (211,526) (41,940) (25,663) (5,261) (12,574)
Unrealized appreciation
(depreciation) 0 102,963 (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 0 1,328,517 0 0 0 0
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.
- 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, 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 0 (10,379) 21,605 0 (285,738)
Unrealized appreciation
(depreciation) 0 (50,225) (88,030) 0 (1,102,918)
Contributions:
Employee 208,157 136,124 414,069 0 8,409,443
Employer matching 0 0 0 0 1,328,517
Plan transfers in 30,901 31,036 54,273 0 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.
- 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" or
"Company") and Wisconsin Natural Gas Company ("WN") initiated the Represented
Employee Savings Plan ("RESP" or "Plan"). Effective January 1, 1996, WN was
merged into WE. Under the Plan, eligible employees were allowed to save up to
15% of their base wages during 1995, up to a maximum of $9,240, through
regular pre-tax payroll deductions. Effective January 1, 1996, eligible
employees will be allowed to save up to 20% of their base wages, up to the
maximum. These savings contributions are 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.
Investment earnings on 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. Also effective
January 1, 1996, a post-tax contribution option will be offered.
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 was 1.5% of each participant's qualified
compensation. The Company's contribution is placed directly into the
Wisconsin Energy Corporation ("WEC") Common Stock Fund. Participants are
immediately vested in the Company's contributions.
Also effective January 1, 1994, represented employees of Wisconsin Natural Gas
Company 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 were 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 - In order to provide a blended rate of return
with a low risk to principal, this fund invests in a series of
investment contracts from insurance companies or financial institutions.
- 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 seeks 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 fund
seeks a high level of current income while preserving the principal of
its investors.
- Fidelity U.S. Bond Index Portfolio - This fund seeks 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.
- 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 and the WEC Common Stock Fund 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.
Administration - The RESP is administered by the Chief Financial Officer
- -------------- and Vice President of Finance of WE, 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, except guaranteed investment contracts,
- -------------------- are stated at market value based on the quoted asset
values on the last business day of the Plan year. Under the provisions of SOP
94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined-Contribution Pension Plans", guaranteed investment contracts
are stated at contract value. Interest earned is immediately reinvested in
the contracts.
- 14 -
<PAGE> 15
Income Recognition - Assets are recorded 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.
Interest and dividends are recorded as earned.
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, 1995 and 1994 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 for the year ended December 31, 1994 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, 1995 and 1994 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, 1995
-----------------------
<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:
American International Life Assurance Company Guaranteed investment contract, 6.42%
due September 30, 2000 $ 1,343,034 $ 1,343,034
Allstate Life Insurance Company Guaranteed investment contract, 6.31%
due December 31, 1998 1,135,662 1,135,662
Combined Insurance Company of America Guaranteed investment contract, 6.10%
due June 30, 1998 1,134,187 1,134,187
Deutsche Bank Financial Products Corporation Synthetic investment contract, 5.83%
(WEP 3) due August 15, 1996 917,458 917,458
Deutsche Bank Financial Products Corporation Synthetic investment contract, 5.82%
(WEP 1) due November 2, 1996 887,318 887,318
Deutsche Bank Financial Products Corporation Synthetic investment contract, 5.79%
(WEP 2) due August 30, 1996 919,877 919,877
John Hancock Mutual Life Insurance Company Guaranteed investment contract, 6.25%
(7928) due June 30, 1999 1,134,968 1,134,968
Lincoln National Life Insurance Company Guaranteed investment contract, 8.01%
due June 30, 1998 1,374,634 1,374,634
New York Life Insurance Company Guaranteed investment contract, 8.00%
due March 31, 1999 2,371,097 2,371,097
Pacific Mutual Life Insurance Company Guaranteed investment contract, 5.07%
due September 30, 1997 1,453,407 1,453,407
Peoples Security Life Insurance Company Guaranteed investment contract, 7.02%
(BDA00427FR) due July 1, 1999 1,213,346 1,213,346
Peoples Security Life Insurance Company Synthetic investment contract, 8.06%
(BDA00119TR) due December 15, 1999 2,180,424 2,180,424
Peoples Security Life Insurance Company Synthetic investment contract, 5.98%
(BDA00119TR5) due December 15, 1998 867,935 867,935
Protective Life Insurance Company Guaranteed investment contract, 7.80%
due January 1, 1997 1,183,218 1,183,218
Provident Life and Accident Company Guaranteed investment contract, 7.04%
(627-05137-01B) due January 1, 1998 458,684 458,684
Provident Life and Accident Company Guaranteed investment contract, 7.04%
(627-05137-01A) due January 1, 1998 910,009 910,009
The Prudential Insurance Company Guaranteed investment contract, 5.94%
due April 1, 1998 1,360,355 1,360,355
SunLife of Canada Guaranteed investment contract, 6.60%
due March 31, 1999 2,127,465 2,127,465
SunAmerica Life Insurance Company Guaranteed investment contract, 8.00%
due July 1, 1997 1,185,548 1,185,548
----------- -----------
$24,158,626 $24,158,626
=========== ===========
* WEC Common Stock Fund Mutual/pooled fund $37,752,176 $71,290,925
Fidelity Equity Income Fund Mutual/pooled fund $10,738,660 $12,894,154
Fidelity Growth Company Fund Mutual/pooled fund $ 9,241,431 $10,687,987
Fidelity U.S. Equity Index Commingled Pool Mutual/pooled fund $ 4,516,911 $ 6,386,870
Fidelity Balanced Fund Mutual/pooled fund $ 2,244,170 $ 2,330,862
Fidelity Retirement Government Money Market
Portfolio Mutual/pooled fund $ 1,343,051 $ 1,343,051
Fidelity U.S. Bond Index Portfolio Mutual/pooled fund $ 813,184 $ 838,383
Fidelity Overseas Fund Mutual/pooled fund $ 2,722,105 $ 2,887,928
<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, 1995
------------------------------------
<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
209 purchases $11,082,274 $11,082,274
164 sales $8,351,467 N/A None $8,351,467 8,351,467 $0
Wisconsin Energy WEC Common Stock Fund
Corporation
227 purchases 9,292,514 9,292,514
196 sales 11,923,695 N/A None 8,263,090 11,923,695 3,660,605
- 17 -
</TABLE>
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-34656 and 33-62159) of Wisconsin Energy
Corporation of our report dated June 3, 1996 appearing in this Exhibit (99)-2
filed with Amendment No. 1 (on Form 10-K/A) to the Wisconsin Energy
Corporation December 31, 1995 Form 10-K.
/s/ Price Waterhouse LLP
- ---------------------------
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
June 26, 1996
- 18 -
