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(As filed with the Securities and Exchange Commission November 20, 2000)
File No. 70-9741
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
Wisconsin Electric Power Company
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
(Names of companies filing this statement and
addresses of principal executive offices)
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None
(Name of top registered holding company parent)
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Larry Salustro
Senior Vice President and General Counsel
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
(Name and address of agent for service)
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The Commission is requested to send copies of all notices, orders and
communications in connection with this matter to:
A. William Finke, Counsel Bruce C. Davidson, Esq.
Wisconsin Electric Power Company Brian D. Winters, Esq.
231 West Michigan Street Quarles & Brady LLP
P.O. Box 2046 411 East Wisconsin Ave
Milwaukee, Wisconsin 53201 Milwaukee, Wisconsin 53202
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The Applicants hereby amend the original application on Form U-1, File No.
70-9741, filed on August 25, 2000. At Item 1 C., "Transco Operations and
Organization," the paragraph beginning "It is expected that the transmission-
owning Member Utilities ..." is deleted and replaced by the following:
It is expected that the transmission-owning Member Utilities and
the Transco will enter into one or more operating agreements
("O&M Agreements") pursuant to which the Member Utilities will
provide the Transco with "reasonable and cost effective operation
and maintenance services" for at least the first three years
after the Operations Date in accordance with the Transco
Legislation./9/ The Member Utilities and the Transco will also
enter into one or more services agreements ("Services
Agreements") pursuant to which the Member Utilities will provide
the Transco with certain services not covered by the O&M
Agreements. Additionally, the Member Utilities and the Transco
will enter into a System Operating Agreement ("System Operating
Agreement") pursuant to which the Transco will provide, among
other things, ancillary services and control-area operations at
FERC-approved rates. Finally, the Transco will operate certain
of Alliant Energy Corporation's transmission facilities outside
of Wisconsin that are not being transferred to the Transco./10/
It is expected that such operations will be governed by an agency
agreement ("Agency Agreement"). Any services provided or
received by Wisconsin Electric, Edison Sault or any other
Wisconsin Energy affiliate pursuant to the foregoing agreements
will be provided at cost, unless otherwise authorized or directed
by appropriate governmental or regulatory
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/9/ Section 196.485 (3m)(a)1.b. of the Wisconsin Statutes.
/10/ Alliant Energy Corporation is the holding company parent of WPL and South
Beloit.
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authority in accordance with Rules 90 and 91 under the Act. The
definitive terms of certain of the above-referenced agreements
are still being developed. Provision may be made for certain
services between the Transco and affiliates of Wisconsin Energy,
including Wisconsin Electric and Edison Sault, to be rendered at
market rates, without regard to cost.
In addition, footnote 17 in the original application is deleted and
replaced by the following:
Although Edison Sault may acquire more than 5% of the voting
securities of the Transco, it will not acquire any shares in the
Corporate Manager. Since Edison Sault does not have any other
utility affiliates, as the term "affiliate" is defined for
purposes of Section 9(a)(2) of the Act, the Applicants believe
that its direct acquisition of member units in the Transco, as
opposed to WEC's indirect acquisition of those units, is not
subject to the Commission's approval under Section 9(a)(2) of the
Act. In the event that Edison Sault's interest in the Transco
exceeds 10%, in which case Edison Sault may be deemed to be a
"holding company" under the Act, Edison Sault will file an
exemption statement on Form U-3A-2 pursuant to Rule 2 under the
Act.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this amendment to be signed on
their behalf by the undersigneds thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
By: /s/ Larry Salustro
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Larry Salustro
Senior Vice President and General Counsel
WISCONSIN ELECTRIC POWER COMPANY
By: /s/ David K. Porter
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David K. Porter
Senior Vice President
Dated: November 17, 2000
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