UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application/Declaration ) CERTIFICATE
Wisconsin Energy Corporation ) OF
File No. 70-9161 ) NOTIFICATION
Wisconsin Energy Corporation ("WEC") submits this Certificate pursuant to
Rule 24 under the Public Utility Holding Company Act of 1935 to notify the
Securities and Exchange Commission of the completion of the transactions
contemplated and authorized in the Order issued by the Securities and Exchange
Commission in this file on May 21, 1998, Release Number 35-26877.
WEC specifically notifies the Securities and Exchange Commission that:
1. ESEG, Inc. was merged into Edison Sault Electric Company on May 31,
1998.
2. Acquisition Sub was merged into ESELCO on May 31, 1998, with ESELCO
surviving, and at such time each share of ESELCO common stock outstanding was
converted into 1.5114 shares of WEC stock (except for fractional share interests
which will be paid in cash).
3. ESELCO was merged into WEC on June 1, 1998, with WEC surviving.
4. That all such transactions were accomplished as authorized in said
Order.
Exhibits
F-2. "Past Tense" Opinion of Counsel of Quarles & Brady.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has caused this Certificate to be
signed on its behalf by its undersigned duly authorized officer.
WISCONSIN ENERGY CORPORATION
By: Calvin H. Baker
--------------------------
Title: Treasurer and Chief Financial Officer
Dated: June 9, 1998
QUARLES & BRADY
411 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-4497
EXHIBIT F-2
June 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for Wisconsin Energy Corporation, a Wisconsin
corporation ("WEC"), in connection with: (i) the merger on May 31, 1998 of ESL
Acquisition, Inc., a Michigan corporation and a wholly owned subsidiary of WEC
("Acquisition Sub"), with and into ESELCO, Inc. ("ESELCO"), a Michigan
corporation (the "Merger"), pursuant to the terms of the Amended and Restated
Agreement and Plan of Reorganization, dated as of May 13, 1997, as amended and
restated as of July 11, 1997 (the "Reorganization Agreement"), by and among
ESELCO, Acquisition Sub and WEC, with ESELCO as the surviving corporation; (ii)
the contemporaneous merger on May 31, 1998 of ESEG, Inc., a Michigan corporation
and a wholly owned subsidiary of ESELCO ("ESEG"), with and into Edison Sault
Electric Company, a Michigan corporation and a wholly owned subsidiary of ESELCO
("Edison Sault"), with Edison Sault as the surviving corporation; and (iii) the
subsequent merger of ESELCO with and into WEC on June 1, 1998, with WEC as the
surviving corporation (such three mergers, collectively, being referred to
herein as the "Transaction").
We are furnishing this opinion to the Securities and Exchange Commission
(the "Commission") at the request of WEC in connection with WEC's application on
Form U-1, as amended (File No. 70-9161) (the "Application"), under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), filed in connection
with the Transaction. In the Application, WEC requested the Commission to issue
an order: (i) authorizing WEC to acquire all of the issued and outstanding
shares of common stock, $.01 par value, of ESELCO ("ESELCO Common Stock") in
exchange for shares of common stock, $.01 par value, of WEC ("WEC Common Stock")
by means of the Merger and, through the Merger, indirectly acquire all of the
outstanding common stock of Edison Sault, ESELCO's public utility subsidiary;
and (ii) continuing WEC's exemption from all provisions of the Act, except
Section 9(a)(2) thereof, following consummation of the Transaction. The
Commission issued the requested order on May 21, 1998 (Release No. 35-26877).
In connection with this opinion, we have examined such corporate records of
WEC, Acquisition Sub, ESELCO, Edison Sault and ESEG, certificates of public
officials, certificates of officers and representatives of said corporations,
instruments and other documents, and such questions of fact and matters of law,
as we have deemed necessary for purposes of this opinion. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to the original
documents of all documents submitted to us as copies. As to
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any facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid certificates, instruments
and other documents.
Based upon the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, it is our opinion that:
1. All State laws applicable to the consummation of the Transaction have
been complied with, and the consummation of the Transaction has been carried out
in accordance with the Application.
2. WEC is a corporation duly incorporated and validly existing under the
laws of the State of Wisconsin.
3. The shares of WEC Common Stock issued pursuant to and as contemplated by
the Reorganization Agreement are validly issued, fully paid and nonassessable
(except as otherwise provided in Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law, as judicially interpreted), and the holders thereof
are entitled to the rights and privileges appertaining thereto as set forth in
the Restated Articles of Incorporation of WEC.
4. WEC legally acquired all of the outstanding shares of ESELCO Common
Stock as a result of the Merger, prior to the merger of ESELCO into WEC.
5. The consummation of the Transaction did not violate the legal rights of
the holders of any securities issued by WEC or any company associated with WEC.
We have been advised by WEC that Madison Gas and Electric Company and two
other entities have filed a petition with the Public Service Commission of
Wisconsin (the "PSCW") requesting that the PSCW, which has previously disclaimed
jurisdiction over an identical transaction, take jurisdiction over the Merger
under Wisconsin utility law, and that WEC is contesting the petition on the
basis that the petition is without merit and is contrary to law. While we have
not been engaged to represent WEC with respect to this matter, we continue to
believe that the PSCW did not have jurisdiction over the Merger under Wisconsin
utility law.
We are attorneys licensed to practice law in the State of Wisconsin. In
rendering this opinion, we have relied as to matters of Michigan law on the
opinion of Loomis, Ewert, Parsley, Davis & Gotting, P.C. The opinions expressed
herein are specifically limited to the present internal law of the States of
Michigan and Wisconsin and federal law of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Larry J. Martin, a partner in our firm, is General Counsel of WEC.
Very truly yours,
/s/ Quarles & Brady
QUARLES & BRADY
