Registration No. 333-
As filed with the Securities and Exchange Commission on July 31, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1391525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
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WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
(Full title of the plan)
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C. H. BAKER
Treasurer and Chief Financial Officer
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
(Name and address of agent for service)
(414) 221-2345
(Telephone number, including area code, of agent for service)
Copy to:
BRUCE C. DAVIDSON, ESQ.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered(1) Registered (1)(3) Per Share(2) Price(2) Fee
- ------------------- ----------------- -------------- ------------- ----------
Common Stock,
$.01 par value 1,100,000 shares $28.5938 $31,453,180 $9,278.69
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, based upon $28.5938 per share, which is the average of
the high and low sales prices of the Registrant's Common Stock on the New
York Stock Exchange Composite Tape on July 29, 1998.
(3) In 1997, the Wisconsin Electric Power Company Management Employee Savings
Plan (the "MESP") and the Wisconsin Electric Power Company Represented
Employee Savings Plan (the "RESP") were merged by transferring the assets
of the MESP to the RESP and renaming the RESP the Wisconsin Electric Power
Company Employee Retirement Savings Plan (the "ERSP"). This Registration
Statement registers additional securities for the ERSP, as successor to
the MESP and the RESP, for which earlier registration statements on Form
S-8 (Registration Nos. 33-62157 and 33-62159, respectively) were filed and
became effective on August 25, 1995. In addition, 31,025 shares remaining
unsold under Registration No. 33-62157, for which a pro rata filing fee of
$288.16 was paid, and 14,164 shares remaining unsold under Registration
No. 33-62159, for which a pro rata filing fee of $132.13 was paid, are
being carried forward from such earlier registration statements.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with General Instruction E to Form S-8 and because this
Registration Statement registers additional securities of the same class as
other securities for which registration statements filed on Form S-8 relating
to same employee benefit plan and its predecessors are effective, the contents
of the following documents filed by Wisconsin Energy Corporation (the
"Registrant") with the Securities and Exchange Commission (Commission File No.
1-9057) are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-8 filed on August 25,
1995 (Registration No. 33-62157), as amended, relating to the Wisconsin
Electric Power Company Management Employee Savings Plan.
(b) The Registrant's Registration Statement on Form S-8 filed on August 25,
1995 (Registration No. 33-62159), as amended, relating to the Wisconsin
Electric Power Company Represented Employee Savings Plan.
To update the description of the documents filed by the Registrant with the
Securities and Exchange Commission pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act"), the following documents are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and
Amendment No. 1 thereto (on Form 10-K/A).
(b) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998.
(c) Current Reports on Form 8-K dated December 23, 1997, and April 28, 1998.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Current Report on Form 8-K dated October 31, 1991, which
updates the description of the Common Stock incorporated by reference in
the Registrant's Registration Statement on Form 8-B dated January 7, 1987,
including any future amendment or report filed for the purpose of updating
such description.
(e) Information furnished in lieu of the Form 11-K Annual Report for the
Wisconsin Electric Power Company Employee Retirement Savings Plan (the
"Plan") for the year ended December 31, 1997, which is filed as Exhibit
99.1 with Amendment No. 1 (on Form 10-K/A) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement.
Exhibit No.
(4)-(1) - Restated Articles of Incorporation of Registrant. (Incorporated
herein by reference to Exhibit (3)-1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995, File No.
1-9057.)
(4)-(2) - Bylaws of Registrant. (Incorporated herein by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, File No. 1-9057).
(5) - Opinion of Walter T. Woelfle, Esq. as to the legality of the
securities being registered (to the extent such securities may be
original issuance or treasury shares as opposed to market purchase
shares).
(23)-(1) - Consent of PricewaterhouseCoopers LLP, Independent Accountants.
(23)-(2) - Consent of Walter T. Woelfle, Esq. (contained in opinion filed as
Exhibit (5)).
(24) - Power of Attorney, contained in signature page of Registration
Statement.
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The Registrant hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner, and has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on
July 30, 1998.
WISCONSIN ENERGY CORPORATION
(Registrant)
By: /s/ R. A. Abdoo
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R. A. Abdoo, Chairman of the Board,
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes R. A. Abdoo and C.
H. Baker, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person,
individually, and in each capacity stated below or otherwise, and to file, any
and all amendments to this Registration Statement.
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 30th day of July, 1998.
/s/ R. A. Abdoo Chairman of the Board, President and Chief
- --------------------- Executive Officer (Principal Executive Officer)
(R. A. Abdoo) and Director
/s/ C. H. Baker Treasurer and Chief Financial Officer
- --------------------- (Principal Financial Officer)
(C. H. Baker)
/s/ A. K. Klisurich Controller (Principal Accounting Officer)
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(A. K. Klisurich)
/s/ J. F. Ahearne Director
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(J. F. Ahearne)
/s/ J. F. Bergstrom Director
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(J. F. Bergstrom)
/s/ R. A. Cornog Director
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(R. A. Cornog)
/s/ R. R. Grigg, Jr. Director
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(R. R. Grigg, Jr.)
/s/ G. B. Johnson Director
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(G. B. Johnson)
/s/ J. N. MacDonough Director
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(J. N. MacDonough)
/s/ F. P. Stratton, Jr. Director
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(F. P. Stratton, Jr.)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee, State of
Wisconsin, on July 30, 1998.
WISCONSIN ELECTRIC POWER COMPANY EMPLOYEE RETIREMENT SAVINGS PLAN
By: /s/ C. H. Baker
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C. H. Baker,
Plan Administrator
Exhibit (5)
July 30, 1998
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
Re: Wisconsin Electric Power Company Employee Retirement Savings Plan
Ladies and Gentlemen:
I am providing this opinion in connection with the Registration Statement of
Wisconsin Energy Corporation (the "Company") relating to the Wisconsin
Electric Power Company Employee Retirement Savings Plan (the "Plan") (the
successor to the Wisconsin Electric Power Company Management Employee Savings
Plan and the Wisconsin Electric Power Company Represented Employee Savings
Plan), on Form S-8 (the "Registration Statement") to be filed for the
registration under the Securities Act of 1933, as amended (the "Act"), of an
indeterminate amount of interests in the Plan and 1,100,000 shares (the
"Shares") of Common Stock, par value $.01 per share ("Common Stock"), of the
Company to be sold to participants in the Plan. Shares of Common Stock for
the Plan will be purchased by the Trustee in market transactions or may be
authorized but unissued or treasury shares acquired directly from the Company.
I have examined: (i) the Registration Statement; (ii) the Company's Restated
Articles of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv)
the corporate proceedings relating to the adoption of the Plan and the
authorization for the issuance and/or sale of the Shares thereunder; and (v)
such other documents and records and such matters of law as I have deemed
necessary in order to render this opinion.
On the basis of the foregoing, I advise you that, in my opinion:
(1) The Company is a corporation duly incorporated and validly existing under
the laws of the State of Wisconsin.
(2) The Shares to be sold from time to time pursuant to the Plan which are
original issuance or treasury shares will, when issued as and for the
consideration contemplated by the Plan, be validly issued, fully paid and
nonassessable by the Company, subject to the personal liability which may
be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law, as judicially interpreted, for debts owing to
employees for services performed, but not exceeding six months service in
any one case. Although Section 180.0622(2)(b) provides that such
personal liability of shareholders shall be "to an amount equal to the
par value of shares owned by them respectively, and to the consideration
for which their shares without par value was issued," the Wisconsin
Supreme Court, by a split decision without a written opinion, has
affirmed a judgment holding shareholders of a corporation liable under
the substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an
amount equal to the consideration for which their par value shares were
issued rather than the shares' lower stated par value. Local 257 of
Hotel and Restaurant Employees and Bartenders International Union v.
Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d
664 (1985) (affirming the 1983 decision of the Circuit Court for Dane
County, Wisconsin, in Case No. 82-CV-0023).
I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am an "expert"
within the meaning of Section 11 of the Act, or that I come within the
category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Walter T. Woelfle
Walter T. Woelfle
Counsel for Wisconsin Energy Corporation
and Law Director - Regulatory,
Wisconsin Electric Power Company
<PAGE>
Exhibit (23)-(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 1998 appearing in the
Wisconsin Energy Corporation Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated June 23, 1998 appearing
in Exhibit 99.1 filed with Amendment No. 1 (on Form 10-K/A) to the Wisconsin
Energy Corporation Annual Report on Form 10-K for the year ended December 31,
1997.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
July 30, 1998
