As filed with the Securities and Exchange Commission on March 29, 2000
File No. 70-9571
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
AMENDMENT NO. 3 TO
FORM U-1
APPLICATION / DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
-------------------------------
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(Names of company filing this statement and
addresses of principal executives offices)
-------------------------------
None
(Name of top registered holding company parent)
-------------------------------
Paul Donovan
Senior Vice President and Chief Financial Officer
Wisconsin Energy Corporation
231 West Michigan Street
Milwaukee, WI 53203
(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this matter to:
Clifford M. Naeve, Esq. Sally Bentley
W. Mason Emnett, Esq. Law Director
William C. Weeden Wisconsin Electric Power Company
Skadden, Arps, Slate, Meagher & Flom 231 West Michigan Street
1440 New York Avenue, N.W. Milwaukee, WI 53203
Washington, D.C. 20005
Wisconsin Energy Corporation, a Wisconsin corporation and an
exempt holding company pursuant to Section 3(a)(1) of the Act, hereby
amends its Application/Declaration on Form U-1 in File No. 70-9571 as
follows:
1. By amending and restating the first paragraph in Item 1.A. as follows:
"Pursuant to Sections 9(a)(2) and 10 of the Public
Utility Holding Company Act of 1935, as amended (the "Act"),
Wisconsin Energy Corporation ("WEC"), a Wisconsin corporation and an
exempt holding company pursuant to Section 3(a)(1) of the Act, hereby
requests that the Securities and Exchange Commission (the
"Commission") authorize WEC's acquisition of all of the issued and
outstanding stock of WICOR, Inc. ("WICOR"), also a Wisconsin
corporation and an exempt holding company pursuant to Section 3(a)(1)
of the Act (the "Transaction"). WEC also requests an order from the
Commission that, following the consummation of the Transaction, WEC
and WICOR both will be exempt from all provisions of the Act, other
than Section 9(a)(2), pursuant to Section 3(a)(1) of the Act."
2. By amending and restating the second paragraph in Item 3.B. as follows:
"As previously noted, WEC and WICOR currently are both
Section 3(a)(1) exempt holding companies. After consummation of the
Transaction, WEC and WICOR will continue to satisfy the requirements
of Section 3(a)(1). Wisconsin Gas will remain the sole public utility
company subsidiary of WICOR and will become an indirect, wholly-owned
subsidiary of WEC. Wisconsin Gas is incorporated under the laws of
the state of Wisconsin and conducts all of its gas business within
Wisconsin. WICOR will obtain 100 percent of its utility gross
revenues from within Wisconsin, and the post-Transaction WEC will
obtain approximately 94 percent of its utility gross revenues from
within Wisconsin.5 Moreover, the Transaction will result in
significant economies and efficiencies which will benefit the
interests of consumers, investors and the public. Accordingly, WEC
requests an order of the Commission declaring that, after the
Transaction, both WEC and WICOR will continue to satisfy the
standards of Section 3(a)(1)."
- ------------------
5 The remaining six percent of utility gross revenues primarily
come from WEPCO's and Edison Sault's operations in the Upper
Peninsula of Michigan.
3. By amending and restating the second paragraph in Item 4 as follows:
"The HSR Act, and rules and regulations thereunder,
provide that certain merger transactions (including the Transaction)
may not be consummated until required information and materials have
been furnished to the DOJ and the FTC and certain waiting periods
have expired or been terminated. After an initial HSR Act filing, and
if a transaction merits further investigation, either the DOJ or the
FTC may obtain clearance to pursue an investigation pursuant to an
interagency liaison agreement. During the initial thirty-day HSR
waiting period for this matter, jurisdiction to review the
Transaction was cleared to the FTC. The FTC subsequently closed its
review of the Transaction in early March 2000."
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this pre-effective Amendment
No. 3 to be signed on its behalf by the undersigned thereunto duly
authorized.
WISCONSIN ENERGY CORPORATION
BY:
/s/ Larry Salustro
-----------------------------
Name: Larry Salustro
Title:Vice President
Dated: March 28, 2000
