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) March 16, 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)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
FORM 8-K
WISCONSIN ENERGY CORPORATION
ITEM 5. OTHER EVENTS
On March 16, 1999, WEC Capital Trust I, a wholly owned subsidiary
of WEC, agreed to sell $200 million liquidation amount of 6.85%
Trust Preferred Securities due March 31, 2039, in a public
underwritten offering lead by Salomon Smith Barney, Merrill Lynch
& Co., Bear, Stearns & Co. Inc. and Robert W. Baird & Co.
Incorporated. The offering is scheduled to close March 25, 1999.
The Trust will use the proceeds from the sale of the Trust
Preferred Securities to purchase junior subordinated debentures
from Wisconsin Energy. Wisconsin Energy will use the proceeds
from the sale of its junior subordinated debentures to the Trust
to fund a capital contribution of approximately $105 million to
Wisvest Connecticut, LLC, an indirect wholly owned subsidiary of
Wisconsin Energy, to support its acquisition of certain
generating assets from The United Illuminating Company, and for
repayment of short term borrowings.
The Trust Preferred Securities are being offered to the public at
100% of the $25.00 liquidation amount per Preferred Security.
The Trust Preferred Securities are preliminary rated (P)A+ by
Standard & Poor's and (P)a1 by Moody's.
The purpose of this report is to file the opinion of Quarles &
Brady LLP, as to certain tax matters in connection with Trust
Preferred Securities to be sold pursuant to Registration
Statement No. 333-73137.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed herewith:
(8) Opinion regarding tax matters of Quarles & Brady LLP.
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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
(Registrant)
/s/Calvin H. Baker
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Calvin H. Baker, Treasurer and Chief
Financial Officer
Date: March 24, 1999
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WISCONSIN ENERGY CORPORATION
EXHIBIT INDEX
Current Report on Form 8-K
Report Dated March 24, 1999
Exhibit
Number
(8) Opinion re tax matters of Quarles & Brady LLP.
Exhibit (8)
QUARLES & BRADY LLP
411 East Wisconsin Avenue
Milwaukee WI 53202-4497
March 16, 1999
WEC Capital Trust I
231 West Michigan Street
Milwaukee, WI 53201
Wisconsin Energy Corporation
231 West Michigan Street
Milwaukee, WI 53201
Re: Tax Opinion
Ladies and Gentlemen:
We refer to the proposed issuance of preferred securities by
the WEC Capital Trust I, a Delaware statutory business trust,
formed by Wisconsin Energy Corporation, a Wisconsin corporation
("WEC"). You have requested our opinion regarding the
characterization of WEC Capital Trust I for federal income tax
purposes and the discussions of the material U.S. federal income
tax consequences of purchasing, holding and selling the preferred
securities of WEC Capital Trust I that appear under the caption
"UNITED STATES TAXATION" in the Prospectus Supplement dated March
16, 1999, to the Prospectus dated March 15, 1999, relating to the
Registration Statement on Form S-3 (No. 333-73137) filed by WEC
and WEC Capital Trust I with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act").
In rendering our opinion, we have reviewed the Registration
Statement, as amended, the Prospectus and Prospectus Supplement,
the certificate of trust and the trust agreement for WEC Capital
Trust I, the amended and restated trust agreement for WEC Capital
Trust I, the guarantee agreement for WEC Capital Trust I, WEC's
indenture for debt securities, the securities resolution and the
underwriting agreement relating to the offering of the preferred
securities, forms of which were included in or filed as exhibits
to the Registration Statement, and such other materials as we
have deemed necessary or appropriate as a basis for our opinion.
In addition, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended, Treasury Regulations,
pertinent judicial authorities, rulings of the Internal Revenue
Service (the "I.R.S."), and such other authorities as we have
considered relevant.
Based upon the foregoing, and assuming full compliance with
the terms of the amended and restated trust agreement, guarantee
agreement, indenture, securities resolution and underwriting
agreement (and other relevant documents) it is our opinion that:
(1) WEC Capital Trust I will be characterized for
United States federal income tax purposes as a grantor trust and
will not be taxable as a corporation.
(2) The statements made under the caption "UNITED
STATES TAXATION" contained in the Prospectus Supplement, to the
extent that they constitute matters of law or legal conclusions,
are correct in all material respects.
There can be no assurance that contrary positions may
not be asserted by the I.R.S.
This opinion is being furnished in connection with the
Registration Statement. You may rely upon and refer to the
foregoing opinion in the Registration Statement. Any variation
or difference in the facts from those set forth or assumed either
herein or in the Registration Statement may affect the
conclusions stated herein.
Larry J. Martin, a partner in our firm, serves as General
Counsel of WEC.
We hereby consent to the use of our name under the caption
"UNITED STATES TAXATION" in the Prospectus Supplement and to the
filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act or that we
come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ QUARLES & BRADY LLP
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QUARLES & BRADY LLP
