SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 1, 1999*
WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
1-9057
(Commission file number)
Wisconsin 39-1391525
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2049, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
*This report updates and supersedes the description of the registrant's
common stock incorporated by reference in the registrant's Registration
Statement on Form 8-B dated January 7, 1987, as previously updated by
the registrant's Current Report on Form 8-K dated October 31, 1991.
ITEM 5. OTHER EVENTS.
The following "Description of Wisconsin Energy Capital
Stock" is filed for the purpose of updating and superseding the
description of the common stock of Wisconsin Energy Corporation
incorporated by reference in Wisconsin Energy's Registration
Statement on Form 8-B dated January 7, 1987, as previously
updated by Wisconsin Energy's Current Report on Form 8-K dated
October 31, 1991:
DESCRIPTION OF WISCONSIN ENERGY CAPITAL STOCK
At August 2, 1999, the authorized capital stock of Wisconsin
Energy consisted of 325,000,000 shares of common stock, $.01 par
value per share, of which 117,174,724 shares were outstanding,
and 15,000,000 shares of preferred stock, $.01 par value per
share, of which none were outstanding. The following summary may
not include all of the information that is important to you. If
so, we encourage you to read Wisconsin Energy's restated articles
of incorporation and bylaws, copies of which have been filed with
the SEC, and the appropriate provisions of the Wisconsin Business
Corporation Law because they will govern your legal rights.
Preferred Stock
Under the Wisconsin Energy articles, subject to any approval of
the SEC which may be required under the Public Utility Holding
Company Act of 1935 should Wisconsin Energy become a registered
holding company under that Act, the Wisconsin Energy board is
authorized to divide the Wisconsin Energy preferred stock into
series, to issue shares of any series and, within the limitations
set forth in the Wisconsin Energy articles or prescribed by law,
to fix and determine the relative rights and preferences of the
shares of any series so established, including the dividend rate,
redemption price and terms, amount payable upon liquidation, and
any sinking fund provisions, conversion privileges and voting
rights.
Common Stock
The holders of Wisconsin Energy common stock are entitled to
receive such dividends as the Wisconsin Energy board may from
time to time declare, subject to any rights of holders of
Wisconsin Energy preferred stock, if any is issued. Each holder
of Wisconsin Energy common stock is entitled to one vote per
share on each matter submitted to a vote at a meeting of
shareholders, subject to any class or series voting rights of
holders of any Wisconsin Energy preferred stock. The holders of
Wisconsin Energy common stock are not entitled to cumulate votes
for the election of directors. In the event of any liquidation,
dissolution or winding-up of Wisconsin Energy, the holders of
Wisconsin Energy common stock, subject to any rights of the
holders of any Wisconsin Energy preferred stock, will be entitled
to receive the remainder, if any, of the assets of Wisconsin
Energy after the discharge of its liabilities. Holders of
Wisconsin Energy common stock are not entitled to preemptive
rights to subscribe for or purchase any part of any new or
additional issue of stock or securities convertible into stock.
The Wisconsin Energy common stock does not have any redemption
provisions or conversion rights.
The outstanding shares of Wisconsin Energy common stock are fully
paid and nonassessable. Shareholders are subject to potential
personal liability under section 180.0622(2)(b) of the Wisconsin
Business Corporation Law, as judicially interpreted, for debts
owing to employees of the company for services performed for the
company, but not exceeding six months' service in any one case.
Wisconsin Energy's ability to pay dividends depends primarily
upon the ability of its subsidiaries to pay dividends or
otherwise transfer funds to it. Various financing arrangements,
charter provisions and regulatory requirements may impose
restrictions on the ability of Wisconsin Energy's public utility
subsidiaries to transfer funds to Wisconsin Energy in the form of
cash dividends, loans or advances. Under Sections 196.795 of the
Wisconsin Statutes, Wisconsin's public utility holding company
law (the "Wisconsin Holding Company Act"), Wisconsin Energy's
public utility affiliates are prohibited from loaning funds,
either directly or indirectly, to Wisconsin Energy. The Public
Service Commission of Wisconsin (the "Wisconsin Commission") has
the power to preclude the payment of dividends by Wisconsin
Energy's public utility affiliates to Wisconsin Energy. If
Wisconsin Energy were to become a registered holding company
under the Public Utility Holding Company Act, the SEC would have
the power to preclude the payment of dividends to Wisconsin
Energy by its public utility subsidiaries and would also have the
power to preclude the payment of dividends by Wisconsin Energy.
Certain Anti-Takeover Provisions
Wisconsin Energy's articles and bylaws contain provisions which
may have the effect of discouraging persons from acquiring large
blocks of Wisconsin Energy stock or delaying or preventing a
change in control of Wisconsin Energy. The material provisions
which may have such an effect are:
* an anti-greenmail provision prohibiting the purchase of
shares of Wisconsin Energy common stock at a market premium from
any person whom the Wisconsin Energy board believes to be a
beneficial owner of more than 5% of the outstanding shares of
Wisconsin Energy common stock unless such holder owned the shares
for at least two years, the purchase was approved by a majority
of the combined voting power of the shareholders, or the purchase
is pursuant to a tender offer to all holders of Wisconsin Energy
common stock on the same terms;
* classification of the Wisconsin Energy board into three
classes with the term of only one class expiring each year;
* a provision permitting removal of a director without cause
only by at least an 80% shareholder vote;
* authorization for the Wisconsin Energy board, subject to any
required regulatory approval, to issue Wisconsin Energy preferred
stock in series and to fix rights and preferences of the series,
including, among other things, whether, and to what extent, the
shares of any series will have voting rights and the extent of
the preferences of the shares of any series with respect to
dividends and other matters;
* advance notice procedures with respect to shareholder
nominations of directors or shareholder proposals at a meeting of
shareholders, other than those adopted or recommended by the
Wisconsin Energy board; and
* provisions permitting amendment of some of these and related
provisions only by at least an 80% shareholder vote at a meeting.
In addition, Wisconsin law, under which Wisconsin Energy is
incorporated, contains supermajority voting/"fair price"
provisions and business combination provisions that would be
applicable to certain mergers, share exchanges or sales of
substantially all assets involving Wisconsin Energy or a
subsidiary and a significant shareholder, and which could have
the effect of substantially increasing the cost to the acquiror
and thus discouraging any such transaction. See "Statutory
Defensive Provisions" below.
Wisconsin law permits shareholders to adopt an amendment to a
corporation's articles of incorporation opting out of the
supermajority voting/"fair price" provisions but not the business
combination provisions. The Wisconsin Energy articles do not opt
out of the supermajority voting/"fair price" provisions and
require an 80% shareholder vote to do so, but do opt out of the
control share acquisition provisions of Wisconsin Law. See
"Statutory Defensive Provisions" below.
The Wisconsin Holding Company Act also provides that the approval
of the Wisconsin Commission is necessary for any acquisition or
holding of more than 10% of the outstanding voting shares of a
public utility holding company such as Wisconsin Energy. Certain
acquisitions of outstanding voting shares of Wisconsin Energy
would also require approval of the SEC under the Public Utility
Holding Company Act.
Statutory Defensive Provisions
Control Share Acquisitions. Wisconsin law provides that, unless
a corporation's articles of incorporation provide otherwise, the
voting power of shares of a "resident domestic corporation" such
as Wisconsin Energy held by any person (including two or more
persons acting as a group) in excess of 20% of the voting power
in the election of directors is limited (in voting on any matter)
to 10% of the full voting power of those shares. This
restriction does not apply to shares acquired directly from the
resident domestic corporation, or in certain specified
transactions, or incident to a transaction in which the
corporation's shareholders have approved restoration of the full
voting power of the otherwise restricted shares. Wisconsin
Energy has opted out of this statutory provision in its articles
of incorporation.
Anti-Greenmail Provisions. Wisconsin law restricts the ability
of certain publicly held corporations, such as Wisconsin Energy,
to repurchase voting shares at above market value from certain
large shareholders, absent approval from the shareholders as a
whole, unless an identical or better offer to purchase is made to
all owners of voting shares and securities which may be converted
into voting shares. These provisions apply during a takeover
offer to purchases of more than 5% of the corporation's shares
from a person or group that holds more than 3% of the
corporation's voting shares and has held the shares for less than
two years.
As noted above under "Certain Anti-Takeover Provisions," the
Wisconsin Energy articles of incorporation contain a somewhat
different anti-greenmail provision that prohibits Wisconsin
Energy from purchasing shares of Wisconsin Energy common stock
from a 5% holder at a market premium, unless the holder has owned
the shares for at least two years, the purchase was approved by a
majority of the combined voting power of the shareholders, or the
purchase is pursuant to a tender offer to all holders on the same
terms.
Wisconsin law also provides that shareholder approval is required
for the corporation during a takeover offer to sell or option
assets of the corporation which amount to at least 10% of the
market value of the corporation, unless the corporation has at
least three independent directors (directors who are not officers
or employees) and a majority of the independent directors vote
not to have this provision apply to the corporation.
The Wisconsin Energy articles of incorporation require an 80%
shareholder vote for any amendment to the articles of
incorporation that would have the effect of opting out of the
provisions described above.
Fair Price Provisions. Wisconsin law provides that in addition
to any approval otherwise required, certain mergers, share
exchanges or sales, leases, exchanges or other dispositions
involving a resident domestic corporation, such as Wisconsin
Energy, and any significant shareholder are subject to a super-
majority vote of shareholders unless certain fair price standards
have been met. For this purpose a significant shareholder is
defined as either a 10% shareholder or an affiliate of the
resident domestic corporation who was a 10% shareholder at any
time within the preceding two years. The super-majority vote
that is required by the statute consists of:
* approval of 80% of the total voting power of the
corporation, and
* approval of at least 66 2/3% of the voting power not
beneficially owned by the significant shareholder or its
affiliates or associates.
However, a supermajority vote is not required if the following
"fair price" standards are satisfied:
* the consideration is in cash or in the form of consideration
used to acquire the greatest number of shares, and
* the amount of the consideration equals the greater of:
(a) the highest price paid by the significant shareholder
within the prior two-year period;
(b) in the case of a tender offer, the market value of the
shares on the date the significant shareholder
commences the tender offer; or
(c) the highest liquidation or dissolution distribution to
which the shareholders would be entitled.
The Wisconsin Energy articles of incorporation require an 80%
shareholder vote for any amendment to the articles of
incorporation that would have the effect of opting out of the
fair price provisions.
Business combination provisions. Wisconsin law restricts
resident domestic corporations, such as Wisconsin Energy, from
engaging in specified business combinations involving an
"interested stockholder" or an affiliate or associate of an
interested stockholder. For this purpose an "interested
stockholder" is a shareholder who beneficially owns at least 10%
of the voting power of the outstanding stock of the resident
domestic corporation, or is an affiliate or associate of the
resident domestic corporation and beneficially owned at least 10%
of the voting power of the then outstanding stock within the
preceding three years. The specified business combinations
include:
* a merger or statutory share exchange;
* a sale or other disposition of assets having a market value
equal to at least 5% of the market value of the assets or
outstanding stock of the corporation or representing at least 10%
of its earning power or income;
* the issuance or transfer of stock or rights to purchase
stock with a market value equal to at least 5% of the outstanding
stock;
* the adoption of a plan or proposal for liquidation or
dissolution;
* receipt by the interested stockholder or the interested
stockholder's affiliates or associates of a disproportionate
direct or indirect benefit of a loan of other financial benefit
provided by or through the resident domestic corporation or its
subsidiaries; or
* certain other transactions that have the direct or indirect
effect of materially increasing the proportionate share of voting
stock beneficially owned by the interested stockholder or the
interested stockholder's affiliates or associates.
For a period of three years following the date that the
interested stockholder becomes an interested stockholder, the
resident domestic corporation is prohibited from engaging in any
of the specified transactions with an interested stockholder
unless the specified transaction or the purchase of stock by the
interested stockholder is approved by the board of directors of
the resident domestic corporation before the share acquisition
date. Following the three year period, a specified transaction
is permitted only if:
* the acquisition of shares by the interested stockholder was
approved by the board of directors of the resident domestic
corporation before the share acquisition date;
* the specified transaction is approved by a majority of the
voting stock of the resident domestic corporation that is not
owned by the interested stockholder; or
* the consideration to be received by the corporation's
shareholders satisfies the "fair price" provisions of the statute
as to form and amount.
Wisconsin Public Utility Holding Company Provisions. The
Wisconsin Holding Company Act provides that no person may take,
hold or acquire, directly or indirectly, more than 10% of the
outstanding voting securities of a public utility holding
company, with the unconditional power to vote those securities,
unless the Public Service Commission of Wisconsin has determined
that the acquisition is in the best interests of utility
consumers, investors and the public. Persons acquiring 10% or
more of the voting securities of Wisconsin Energy are subject to
the provisions of the statute.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
See Exhibit Index following the Signatures page of this
report, which is incorporated herein by reference.
FORM 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
By: /s/ CALVIN H. BAKER
----------------------------
Calvin H. Baker, Treasurer
Date: September 1, 1999
WISCONSIN ENERGY CORPORATION
(Commission File No. 1-9057)
EXHIBIT INDEX
to
CURRENT REPORT ON FORM 8-K
Date of Report: September 1, 1999
Exhibit Incorporated Herein Filed
Number Description by Reference to Herewith
- ------- ----------- ------------------- --------
3.1 Restated Articles of Exhibit 3.1 to Wisconsin
Incorporation of Wisconsin Energy's Quarterly Report
Energy, as amended and on Form 10-Q for the
restated effective quarter ended June 30,
June 12, 1995 1995, File No. 1-9057
3.2 Bylaws of Wisconsin Energy, Exhibit 3.2 to Wisconsin
as amended to December 17, Energy's Annual Report on
1997 Form 10-K for the year
ended December 31, 1997,
File No. 1-9057
