UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
Amendment No. 1
to
Current Report On Form 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
APRIL 26, 2000 *
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Commission Registrant; State of Incorporation IRS Employer
File Number Address; and Telephone Number Identification No.
----------- ---------------------------------- ------------------
001-09057 WISCONSIN ENERGY CORPORATION 39-1391525
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(414) 221-2345
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* This Amendment is filed pursuant to the provisions of paragraph (a)(4) of
Item 7 of Form 8-K.
FORM 8-K/A
WISCONSIN ENERGY CORPORATION
Amendment No. 1
to
Current Report on Form 8-K
----------------------------
Wisconsin Energy Corporation hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
as of April 26, 2000 (the "4/26/00 8-K") as set forth below:
Pursuant to the provisions of paragraph (a)(4) of Item 7 of Form 8-K,
Item 7 of the April 26, 2000 8-K is hereby amended to file the pro forma
financial information required to be filed in connection with the
acquisition reported in Item 2 of the April 26, 2000 8-K. In addition,
Item 7 is amended to include unaudited interim consolidated financial
statements of WICOR, Inc. for the three months ended March 31, 2000 and
March 31, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired:
As previously reported, Wisconsin Energy Corporation acquired WICOR, Inc.
on April 26, 2000. WICOR is a diversified holding company with two
principal business groups: energy services and pump manufacturing.
The following financial statements of WICOR (Commission File No. 1-7951)
are incorporated herein by reference to Item 8 on pages 25 through 45 of
WICOR's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (a copy of which is filed herewith as Exhibit 99.1):
1. Financial Statements. WICOR's consolidated balance sheets and
statements of capitalization as of December 31, 1999 and 1998,
and the related consolidated statements of earnings, common
equity and cash flows for each of the three years in the period
ended December 31, 1999, together with the report of independent
public accountants dated January 24, 2000.
The unaudited financial statements and notes to financial statements of
WICOR for the three months ended March 31, 2000 and March 31, 1999 are
filed as Exhibit 99.2 to this report and incorporated by reference herein.
(b) Pro Forma Financial Information:
The unaudited pro forma combined condensed financial information (the "Pro
Forma Information"), filed as Exhibit 99.3 to this report and incorporated
by reference herein, illustrates the pro forma effect of the acquisition of
WICOR, through a merger of a subsidiary of Wisconsin Energy into WICOR,
accounted for as a purchase. As reflected in the Pro Forma Information,
Wisconsin Energy acquired all outstanding shares of WICOR common stock
(except for restricted shares) in exchange for the payment of approximately
$1.2 billion in cash. Wisconsin Energy obtained the cash needed to pay the
merger consideration through the issuance of commercial paper in the
institutional private placement market, and arranged a $1.0 billion 364-day
bank back-up facility and a $0.5 billion 3-year bank back-up credit
facility to provide credit support for the issuance of Wisconsin Energy's
commercial paper. In addition approximately $300 million of WICOR debt
remained outstanding.
The Unaudited Pro Forma Combined Condensed Income Statements for the fiscal
year ended December 31, 1999 and for the three months ended March 31, 2000
have been prepared as if the merger occurred as of January 1, 1999. The
Unaudited Pro Forma Combined Condensed Balance Sheet has been prepared as
if the merger occurred on March 31, 2000.
The Pro Forma Information is based upon the historical consolidated
financial statements of Wisconsin Energy and WICOR, combined and adjusted
to give effect to the merger and to related transactions (including the
related financing) as described in the notes to this information. The
purchase accounting adjustments made in connection with development of the
Pro Forma Information are preliminary and may be adjusted. Certain amounts
in the WICOR financial statements have been reclassified to conform to
Wisconsin Energy's presentation. The Unaudited Pro Forma Combined
Condensed Income Statements do not reflect any estimated cost savings
related to the merger nor the costs to achieve such savings. The Pro Forma
Information should be read in conjunction with the historical financial
statements and related notes of Wisconsin Energy and WICOR.
Management believes that the pro forma adjustments and the underlying
assumptions reasonably present the significant pro forma effects of the
merger. Upon completion of post-merger restructuring activities, the
actual financial position and results of operations of the combined entity
may differ, perhaps significantly, from the pro forma amounts reflected
herein because of changes in operating results between the dates of the pro
forma financial information and the date on which the purchase accounting
adjustments are finalized. The Pro Forma Information is not necessarily
indicative of actual operating results or financial position had the
transactions occurred as of the dates indicated above, nor do they purport
to indicate operating results or financial position which may be attained
in the future.
(c) Exhibits:
See Exhibit Index following the Signature page of this report, which is
incorporated herein by reference.
FORM 8-K/A
SIGNATURES
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)
By: /s/ Paul Donovan
-----------------------------
Paul Donovan, Senior Vice
President and Chief Financial
Officer
Date: July 10, 2000
<TABLE>
<CAPTION>
WISCONSIN ENERGY CORPORATION
(Commission File No. 001-09057)
EXHIBIT INDEX
to
CURRENT REPORT ON FORM 8-K
Date of Report: April 26, 2000
As amended by Amendment No. 1 thereto
on Form 8-K/A ("Amendment No. 1")
Exhibit Incorporated Herein Filed
Number Description by Reference to Herewith
------ ----------- --------------- --------
<S> <C> <C> <C>
2.1 Agreement and Plan of Merger, dated as Appendix A to the joint
of June 27, 1999, as amended as of proxy statement/prospectus
September 9, 1999, by and among dated September 10, 1999,
Wisconsin Energy Corporation, WICOR, included in Wisconsin
Inc. and CEW Acquisition, Inc. Energy's Registration on
Form S-4 filed on
September 9, 1999 (File
No. 333-86827)(the "Form
S-4")
2.2 Amendment to Agreement and Plan of Exhibit 2.2 to the Form S-4
Merger dated as of September 9, 1999
2.3 Second Amendment to Agreement and X (1)
Plan of Merger dated as of April 26,
2000
23.1 Consent of Arthur Andersen LLP X (1)
99.1 WICOR, Inc.'s consolidated balance X (1)
sheets and statements of
capitalization as of December 31, 1999
and 1998, and the related consolidated
statements of earnings, common equity
and cash flows for each of the three
years in the period ended December 31,
1999, together with the report of
independent public accountants dated
January 24, 2000.
99.2 WICOR, Inc.'s unaudited consolidated X (2)
balance sheets as of March 31, 2000
and December 31, 1999, unaudited
consolidated statements of operation
and cash flows for each of the three
month periods ended March 31, 2000 and
March 31, 1999 and related unaudited
notes to consolidated financial
statements.
99.3 Wisconsin Energy Corporation's X (2)
unaudited pro forma combined condensed
balance sheet as of March 31, 2000,
unaudited pro forma combined condensed
income statements for the fiscal year
ended December 31, 1999 and for the
three months ended March 31, 2000, and
related notes to unaudited pro forma
combined condensed financial
information.
<FN>
(1) Filed with original April 26, 2000
(2) Filed with Amendment No. 1
</FN>
</TABLE>
