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As filed with the Securities and Exchange Commission on April 14, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1391525
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(414) 221-2345
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PAUL DONOVAN
Senior Vice President and Chief Financial Officer
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(414) 221-2345
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
BRUCE C. DAVIDSON
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
(414) 277-5000
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Approximate date of commencement of proposed sale to the public: At such
time and from time to time after the effective date of this registration
statement as the needs of the Stock Plus Investment Plan require.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Proposed maximum
maximum aggregate Amount of
Title of each class of Amount to be offering price offering price registration
securities to be registered registered per unit (1) (1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value.............. 7,000,000 shs. $20.09375 $140,656,250 $37,133.25
</TABLE>
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(1) Estimated pursuant to Rule 457(c), based on the average of the high and low
sale prices reported on the New York Stock Exchange Composite Tape on April
7, 2000, solely for the purpose of calculating the registration fee.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 14, 2000
PROSPECTUS
[Stock Plus logo]
Wisconsin Energy Corporation Stock Plus Investment Plan
Wisconsin Energy Corporation is pleased to offer you the opportunity to
participate in the Stock Plus Investment Plan ("Stock Plus"), a convenient and
low cost stock purchase and dividend reinvestment plan available to new
investors for making initial investments in Wisconsin Energy common stock and
to current stockholders for increasing their holdings of Wisconsin Energy
common stock.
The plan offers:
. A simple, cost-efficient method for purchasing Wisconsin Energy common
stock
. A convenient way to increase your ownership over time by reinvesting
dividends
. The opportunity to buy additional shares through optional cash investments
. A way to make automatic monthly investments electronically
. Safekeeping of stock certificates
. Low cost sale of plan shares
. Easy account access
All of your investment is used to purchase both whole and partial shares.
There are no fees for purchases. You do not have to be a current Wisconsin
Energy stockholder to begin to participate.
This prospectus relates to 7,000,000 shares of Wisconsin Energy common stock,
par value $.01 per share, to be offered for purchase under the plan. Wisconsin
Energy common stock is listed under the trading symbol "WEC" on the New York
Stock Exchange.
The section of this prospectus titled "Information About Stock Plus" sets
forth the terms and conditions of the plan, as amended, presented in question-
and-answer format. Changes to the plan that will become effective September 1,
2000, are indicated in Appendix A. Please read this prospectus, including
Appendix A, carefully and keep it and any account statements for future
reference. If you have any questions about Stock Plus, please call the plan
administrator, Fleet National Bank, toll-free at 1-800-558-9663. Customer
service representatives are available between the hours of 8:00 A.M. and 5:00
P.M. Central Time (9 A.M. and 6 P.M. Eastern Time), Monday through Friday.
The administrator will purchase shares of Wisconsin Energy common stock for
the plan either directly from Wisconsin Energy or in the open market, as we
determine from time to time. Your purchase price for shares purchased under the
plan will be the average price paid by the administrator for all shares
purchased for all investors with respect to the relevant investment date.
To the extent required by applicable law in any jurisdiction, shares offered
through Stock Plus are offered only through a registered broker-dealer in that
jurisdiction.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is , 2000.
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TABLE OF CONTENTS
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Page
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THE COMPANY............................................................... 1
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS......................... 1
INFORMATION ABOUT STOCK PLUS.............................................. 2
1.What is the Stock Plus Investment Plan?............................... 2
2.Who is eligible to participate in Stock Plus?......................... 2
3.How do I enroll in the plan?.......................................... 2
4.What are my investment options?....................................... 2
5.How do I make optional cash investments? How much can I invest?....... 3
6.What is the source of the Wisconsin Energy stock offered under the
Plan?.................................................................. 3
7.When are shares purchased under the plan?............................. 4
8.Are there fees associated with participation?......................... 4
9.How is my purchase price determined?.................................. 4
10.How many shares of Wisconsin Energy stock will be purchased for my
account?............................................................... 5
11.Will I receive any confirmation of the purchase?..................... 5
12. Will I receive stock certificates? Can I deposit stock certificates
I currently hold for safekeeping?................................... 5
13. Can shares of Wisconsin Energy stock held in my plan account be used
as collateral for a loan?........................................... 6
14.How can I sell my shares held in the plan?........................... 6
15.Can I transfer shares that I hold in the plan to someone else?....... 6
16.I've just moved. How can I request a change of address or update
other personal data?................................................... 7
17.How do I change or terminate my participation in the plan?........... 7
18.Who is the plan administrator and how do I contact them?............. 7
19.What reports will I receive?......................................... 8
20.What if Wisconsin Energy issues a stock dividend or declares a stock
split?................................................................. 8
21.How do I vote my Stock Plus shares at stockholders' meetings?........ 8
22.Can the plan be changed or discontinued?............................. 8
23.Who interprets the plan?............................................. 8
24.What law governs the plan?........................................... 8
25. What are the responsibilities of Wisconsin Energy and the plan
administrator under Stock Plus?..................................... 9
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN.............. 9
IMPORTANT CONSIDERATIONS.................................................. 10
USE OF PROCEEDS........................................................... 10
WHERE YOU CAN FIND MORE INFORMATION....................................... 10
EXPERTS................................................................... 11
APPENDIX A................................................................ 12
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THE COMPANY
Wisconsin Energy Corporation is a holding company headquartered in
Milwaukee, Wisconsin, with subsidiaries in utility businesses, including
electric, natural gas and steam operations, and in diversified non-utility
businesses.
Wisconsin Energy is an exempt holding company by order of the Securities and
Exchange Commission under Section 3(a)(1) of the Public Utility Holding Company
Act of 1935, as amended. Accordingly, it is exempt from the provisions of that
Act other than with respect to certain acquisitions of securities of a public
utility.
Our headquarters are at 231 West Michigan Street, P. O. Box 2949, Milwaukee,
Wisconsin 53201, and our telephone number is (414) 221-2345. Stockholders may
call our Stockholder Hotline, 1-800-558-9663, to speak with a Customer Services
Representative about their account.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS
Certain statements we make in this prospectus, including the documents
incorporated by reference, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The words
"anticipate," "believe," "estimate," "expect," "project" and similar words or
expressions are intended to identify forward-looking statements. These
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those contemplated in the forward-
looking statements. These risks and uncertainties include, among others, those
related to unanticipated weather conditions, the impact of regulatory
requirements, stability of costs and availability of sourcing channels, and the
impact of competition as the deregulating energy industry continues to
consolidate and diversify. In addition to any factors referred to specifically
in connection with any forward-looking statements, factors that could cause our
actual results to differ materially from those contemplated include factors
described under "Cautionary Factors," "Factors Affecting Results of Operations"
or similar captions in our filings with the Securities and Exchange Commission.
To access or obtain a copy of our SEC filings, see "Where You Can Find More
Information" in this prospectus.
Because of their inherent uncertainty, you should not place undue reliance
on forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of future events, new
information or otherwise.
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INFORMATION ABOUT STOCK PLUS
The following questions and answers explain and constitute the Stock Plus
plan.
1. What is the Stock Plus Investment Plan?
The plan is a convenient and cost-effective stock purchase plan available to
new investors for making an initial investment in Wisconsin Energy common stock
and to existing investors for increasing their holdings of Wisconsin Energy
common stock by reinvesting dividends or making optional cash investments from
time to time.
2. Who is eligible to participate in Stock Plus?
Any person or entity, whether or not a current registered stockholder of
Wisconsin Energy, is eligible to participate in the plan by meeting the
enrollment requirements. Holders of Wisconsin Electric preferred stock may also
participate in the plan, including having their cash dividends on Wisconsin
Electric preferred stock reinvested in shares of Wisconsin Energy common stock.
Persons or entities that reside outside the U.S. may participate if their
participation does not violate local laws or regulations applicable to
Wisconsin Energy or the participant or that would affect the terms of the plan.
We reserve the right to terminate the participation of any participant if we
deem it advisable. All investments must be submitted in U.S. funds and drawn on
a U.S. bank.
3. How do I enroll in the plan?
An enrollment form must be completed and returned to the plan administrator,
along with your initial investment (in U.S. funds) in the form of a check or
money order if you are a new investor. Current stockholders who wish to
reinvest their dividends may enroll simply by calling the Stockholder Hotline,
1-800-558-9663.
If your shares of Wisconsin Energy common stock are registered in the name
of a bank, broker or other nominee, you may enroll in the plan under the same
terms as a new investor, or arrange for the registered holder to register at
least one share directly in your name in order to reinvest dividends or make
optional cash investments.
4. What are my investment options?
Your participation options are as follows. You may make optional cash
investments from time to time under any of the other investment options.
Full Dividend Reinvestment. If you select this option, all dividends on
shares registered in your name or held in your plan account will be applied
toward the purchase of more shares of Wisconsin Energy common stock.
Partial Dividend Reinvestment. Under this option, you may elect to reinvest
between 10% and 100% of the dividends or shares registered in your name or held
in your plan account, in increments of 10%. You may not specify a dollar amount
to be invested. Any uninvested dividends will be sent to you in the form of a
check.
Optional Cash Investments Only. By electing this option, dividends will be
paid to you in cash, but you may make optional cash investments from time to
time, up to the maximum per calendar quarter specified in Appendix A, to
purchase additional shares of Wisconsin Energy common stock.
Automatic Investment Option. This election may be used in combination with
any of the investment options. Under this option, you may deduct payments from
your checking or savings account automatically once each month, at the end of
the month, by electronic means for investment in the plan as optional cash
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investments. You must allow 30 days to initiate this feature or to make any
changes in amount or bank account from which the funds are withdrawn.
If no option is specified on the enrollment form, Full Dividend Reinvestment
will apply. You can change your investment election by either submitting a new
enrollment form or by calling the Stockholder Hotline, 1-800-558-9663.
See Appendix A for investment minimums and maximums applicable to optional
cash investments made through the automatic investment option or otherwise. See
Question 5 for further information about optional cash investments.
5. How do I make optional cash investments? How much can I invest?
You may make optional cash investments by the following means:
Investment by Check. You may make optional cash investments in Wisconsin
Energy common stock by sending to Fleet National Bank, the plan administrator,
a check, money order or bank draft for the purchase of additional shares. The
check, money order or bank draft must be made payable to EquiServe in U.S.
dollars and drawn on a U.S. bank. If you are not in the United States, contact
your bank to verify that they can provide you with a check that clears through
a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer
clearance period, we are unable to accept checks clearing through non-U.S.
banks. The plan administrator will not accept third party checks. All checks,
money orders and bank drafts should be sent to the plan administrator at the
address listed on the Optional Cash Investment tear-off form attached to each
statement you receive, or if making an investment when enrolling, with the
enrollment form.
Automatic Investment Option. As an alternative to sending checks, money
orders and bank drafts for optional cash investments, you may elect to have
funds automatically withdrawn every month from your checking or savings account
at a qualified financial institution. You may elect the automatic cash
withdrawal option by simply completing and signing an automatic investment
option authorization form, providing the necessary bank account and monthly
withdrawal amount information, and submitting it, together with a voided blank
check or checking or savings account deposit slip, to the plan administrator.
You may change the amount of money authorized for withdrawal or terminate an
automatic monthly withdrawal of funds by either completing and submitting to
the plan administrator a new automatic debit enrollment form or writing a
letter to the administrator. To be effective, the new automatic investment
option form must be received by the plan administrator not less than 30 days
before the effective date of the withdrawal.
Minimum and Maximum Amounts for Optional Cash Investments. See Appendix A
for the minimum and maximum permitted amounts for voluntary cash investments.
Payments with Insufficient Funds. There is a service charge, as listed in
Appendix A, imposed for any check or other deposit for an optional cash
investment returned unpaid. If the deposit is returned, the investment will be
considered "void" and any shares credited to your account in anticipation of
receiving the payment will be sold to cover the transaction and the service
charge. More Wisconsin Energy stock may be sold than was purchased with the
returned deposit due to fluctuations in the market price and the service
charge.
6. What is the source of the Wisconsin Energy stock offered under the Plan?
The administrator will purchase shares of Wisconsin Energy common stock for
the plan in the open market or, if we so determine, the administrator will
purchase original issue shares or treasury shares from Wisconsin Energy. We
will decide whether shares are to be purchased from Wisconsin Energy or in the
open market based on Wisconsin Energy's need for common equity and any other
factors we consider to be relevant from time to time. Any determination we make
to alter the manner in which shares will be purchased for the
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plan, and implementation of any such change, will comply with applicable SEC
regulations and interpretations then in effect.
Open market purchases will be made on the NYSE or any other securities
exchange where Wisconsin Energy common stock may be traded, in the over-the-
counter market or by negotiated transactions. Original issue shares and
treasury shares will be purchased directly from Wisconsin Energy. The plan
administrator makes all decisions as to price, delivery and any other matters
related to purchases in the open market.
7. When are shares purchased under the plan?
Optional Cash Investments. Purchases for optional cash investments are made
twice each month, beginning on the first and the fifteenth day of each month,
or the next business day if the first or the fifteenth falls on a weekend or
holiday. Your cash investment must reach the plan administrator at least two
business days before an investment date. If your investment is received too
late to be invested on a particular investment date, it will be held until the
next investment date, without interest. You may cancel your investment up to
two business days before an investment date by calling the plan administrator.
Automatic Investment Option. If you participate in the automatic investment
option, your investment will be deducted from your bank account two business
days before the end of the month and invested on the first business day of the
following month.
Dividend Reinvestments. Dividends reinvested under the plan are invested on
the dividend payment dates, generally March 1, June 1, September 1 and December
1, or the first business day following a payment date.
* * * * *
All funds to be invested on each investment date, whether through reinvested
dividends or optional cash investments (including optional cash investments
through the automatic investment option), will be aggregated to purchase
Wisconsin Energy shares for that investment date and all investors will be
charged the same purchase price per share. If the shares are purchased on the
market, the plan administrator, at its discretion, may purchase the shares over
a period of several days in order to minimize price fluctuations.
The administrator will make every effort to invest funds in common stock as
soon as practicable on or after each investment date. In the event that any
portion of any cash dividends or initial or optional cash investments paid to
the administrator under the plan is not invested within 30 days after the
dividend payment date or within 35 days after receipt of cash investments, that
portion will be returned to the participants affected.
Upon notification by Wisconsin Energy of a pending dividend payment date,
the administrator may, at its discretion, purchase common stock beginning three
business days in advance of the dividend payment date.
8. Are there fees associated with participation?
As the plan is currently administered, you will not incur any brokerage
commissions, service charges or other direct expenses in connection with
purchases of Wisconsin Energy common stock for your account under the plan. We
will pay these expenses, as well as all costs of administering the plan.
However, the Internal Revenue Service considers the brokerage commissions paid
by Wisconsin Energy to be additional dividend income to you. This will be
reflected on your annual Form 1099 statement.
For each sale of whole shares from your plan account, you will be charged a
brokerage commission and, effective September 1, 2000, a service charge, which
will be deducted from the proceeds of the sale. The administrator will
aggregate sales from various participants, when possible, so that participants
may benefit from any lower brokerage commissions applicable to larger volume
sales.
9. How is my purchase price determined?
All funds to be invested on each investment date will be aggregated, each
investor will be charged the same purchase price, and shares purchased under
the plan may either be original issue shares or treasury shares purchased
directly from Wisconsin Energy or outstanding shares purchased in the open
market. If shares are
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purchased directly from us, your price is the average of the high and low sales
prices as reported on the New York Stock Exchange consolidated tape for the
investment date.
Share purchases in the open market may be made on any stock exchange where
Wisconsin Energy common stock is traded, in the over-the-counter market, or by
negotiated transactions on such terms as the plan administrator may reasonably
determine. Neither Wisconsin Energy nor any participant will have any authority
or power to direct the date, time or price at which shares may be purchased by
the plan administrator. If shares are purchased on the open market, each
investor's purchase price will be the average price paid for all shares
purchased by the plan administrator for all investors for the particular
investment date.
10. How many shares of Wisconsin Energy stock will be purchased for my account?
The number of whole shares and any fractional share credited to your plan
account will be based on the amount you invest divided by the purchase price of
the shares. This applies to shares purchased with either optional cash
investments or reinvested dividends. Future dividends will be calculated on
your total holdings of both whole and fractional shares of Wisconsin Energy
stock.
11. Will I receive any confirmation of the purchase?
You will receive an account statement which will show details of the
investment, including investment date, investment amount, shares purchased,
purchase price and ending account balance. Please retain these statements to
assist you in establishing the tax basis of your stock. The statement also
includes a stub which you may use for future optional cash investments or to
sell or withdraw shares. Statements are mailed within five business days after
an investment.
12. Will I receive stock certificates? Can I deposit stock certificates I
currently hold for safekeeping?
Book-Entry Shares; Certificates Upon Request. Your shares will be held for
your benefit by the plan administrator in "book-entry" form. You may request
that a stock certificate for some or all of your whole shares be issued to you
without withdrawing from the plan, or upon withdrawal from the plan. You may
make such a request by:
. using the tear-off form attached to the account statement
. calling the plan administrator at 1-800-558-9663
. writing to the plan administrator at the first address listed in Question
18
Certificates are normally issued to participants within five business days
after receipt of the request. Withdrawing shares from your Stock Plus account
does not affect your dividend option. For example, if you elected to
participate under the Full Dividend Reinvestment option, dividends on all
shares will continue to be reinvested, regardless of whether the shares are
held in your Stock Plus account or by you in the form of a stock certificate.
No certificates will be issued for fractional shares of common stock. Instead,
fractional shares will be sold and you will receive the net proceeds from the
sale of your fractional share upon complete withdrawal from the plan.
Safekeeping of Stock Certificates. If you wish, you may send any Wisconsin
Energy stock certificates you currently hold to the plan administrator for
safekeeping. This is also referred to as a custodial service. Your certificated
shares of Wisconsin Energy stock will be credited to your plan account and
reflected in your account statement. Safekeeping is beneficial to you because
you no longer bear the risk and cost associated with loss, theft or destruction
of stock certificates.
If you elect this optional service, please use registered or insured mail to
send your stock certificates to the plan administrator at the general
correspondence address indicated on the tear-off form attached to your account
statement. You must include written instructions indicating that these shares
are to be placed in your plan
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account. Do not endorse the stock certificates. You bear the risk of loss in
transit, and we urge you to use a delivery system with a tracking mechanism to
protect your investment.
13. Can shares of Wisconsin Energy stock held in my plan account be used as
collateral for a loan?
You may not use shares of Wisconsin Energy stock held in your plan account
as collateral for a loan. If you wish to use the shares as collateral, you must
request the plan administrator to issue you a stock certificate for the shares
in your name. Stock certificates for a fractional share will not be issued
under any circumstances.
14. How can I sell my shares held in the plan?
You may request the plan administrator to sell all or a portion of the
shares in your Stock Plus account. This may be done by completing the stub to
your account statement, sending a letter, or by calling the Stockholder
Hotline. The plan administrator will combine your shares with other shares to
be sold and arrange to sell them on the market through a registered securities
broker-dealer within five business days of receiving your request. The plan
administrator will compute the value of any fractional share based on the price
at which the whole shares were sold.
The plan administrator will determine the net proceeds to be paid to you
approximately three business days after the sale and send you a check shortly
thereafter. Brokerage commissions and other expenses of the sale, including any
service charge, and any transfer tax, if applicable, will be deducted from the
check. Please see Appendix A for charges that apply.
If your participation option includes dividend reinvestment and you request
that all of your shares be sold and your request is received after the record
date for a dividend payment, your shares will not be sold until after the
shares resulting from the pending dividend reinvestment have been credited to
your account. You may however, request a sale of a portion of your shares after
the record date without delaying the sale.
The price of Wisconsin Energy's stock may rise or fall during the period
between requesting a sale and the actual sale. Instructions to the plan
administrator to sell shares are binding and may not be revoked.
As noted above, if you are selling your plan shares of Wisconsin Energy
stock, you should be aware that prices for Wisconsin Energy stock may fall
during the period between your request for sale, its receipt by the plan
administrator, and the ultimate sale of your shares on the open market. This
risk is borne solely by you and should be carefully evaluated.
The plan administrator is not a broker and, therefore, cannot accept your
instructions to sell on a particular day or at a specific price. The plan is
designed for the long-term investor and does not afford you the same
flexibility as an account with a stockbroker in this respect. If you prefer to
have control over the exact price and timing of your sale, you will need to
request a stock certificate from the plan administrator for the number of whole
shares you wish to sell and conduct that transaction through your stockbroker.
Once you have the stock certificate in your possession, you can sell the
Wisconsin Energy stock represented thereby through a broker at a price and on
the date you select. The plan administrator will mail your certificate to you
by insured, first-class mail within five business days of your request. If you
choose to sell through a broker after obtaining your stock certificate, all
brokerage fees are your responsibility.
15. Can I transfer shares that I hold in the plan to someone else?
Yes, you may transfer ownership of some or all of your shares held through
Stock Plus. Call the plan administrator for complete transfer instructions. You
will be asked to send the plan administrator written transfer instructions.
Your signature must be "Medallion Guaranteed" by a financial institution. Most
banks
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and brokers participate in the Medallion Guarantee plan. The Medallion
Guarantee plan ensures that the individual signing is in fact the owner of the
participant's account. A notary is not sufficient.
You may transfer shares to new or existing Wisconsin Energy stockholders.
However, a new Stock Plus account will not be opened for a transferee as a
result of a transfer of less than one full share. If you open a new Stock Plus
account for a transferee, you must include an enrollment form with the
gift/transfer instructions.
16. I've just moved. How can I request a change of address or update other
personal data?
It is important that our records contain your most up-to-date personal data.
If you need to request a change of address or update other personal data,
please write or call the plan administrator. If you are an electric service or
gas customer of one of Wisconsin Energy's subsidiaries, changing your billing
address is not sufficient to change your stockholder account address.
17. How do I change or terminate my participation in the plan?
You may withdraw or sell a portion of your shares in the plan without
terminating participation. To change your method of participation, or to
terminate participation, you may use the stub on your account statement, write
a letter, or call the Stockholder Hotline. You may request a stock certificate
for the shares held in the plan or request that the shares be sold.
If your participation option includes dividend reinvestment and your request
to terminate is received after the record date for a dividend, your account
will not be closed and shares will not be sold or certificates will not be
issued until the shares resulting from the pending dividend reinvestment have
been credited to your account. Record dates are generally set two to three
weeks before a dividend payment date.
18. Who is the plan administrator and how do I contact them?
Correspondence and enrollment forms should be sent to the plan
administrator, Fleet National Bank, at this address:
Fleet National Bank
c/o EquiServe
P. O. Box 8038
Boston, MA 02266-8038
Optional cash investments should be mailed to:
Fleet National Bank
c/o EquiServe
Shareholder Services
P. O. Box 9223
Chelsea, MA 02150-9223
Make your check or money order payable to EquiServe in U.S. dollars.
You may telephone the plan administrator at 1-800-558-9663 at any time and
use the automated telephone system to obtain the closing price of Wisconsin
Energy common stock or to request a duplicate Stock Plus account statement,
transfer instructions and other information. To talk with a Customer Services
Representative, please call between the hours of 8 a.m. and 5 p.m. Central Time
(9 a.m. and 6 p.m. Eastern Time), Monday through Friday.
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19. What reports will I receive?
You will receive easy-to-read statements of your account activity after each
investment or other transaction. You should retain these statements in your
records. In addition, you will receive the same communications sent to all
other holders of Wisconsin Energy common stock, such as annual reports,
quarterly reports and proxy statements. You will also receive any Internal
Revenue Service forms that may be required for income tax purposes.
20. What if Wisconsin Energy issues a stock dividend or declares a stock split?
Your plan account will be credited with the appropriate number of shares of
Wisconsin Energy common stock on the payment date. If you prefer to receive a
stock certificate, you may do so by notifying the plan administrator after the
payment date.
A stock dividend payable in other than Wisconsin Energy stock will be paid
to you and not credited to your plan account.
21. How do I vote my Stock Plus shares at stockholders' meetings?
Shares of Wisconsin Energy common stock held for you by the plan
administrator will be voted as you direct. If you hold shares in Stock Plus on
the record date for any Wisconsin Energy annual or special meeting of
shareholders, you will receive proxy materials, including a proxy card which
you may use to vote all shares held in your Stock Plus account and any shares
for which you hold a stock certificate.
You may vote your shares by mail, telephone or on the Internet as directed
in the proxy statement or on the proxy card. If you do not return your proxy
card, or vote by telephone or Internet, none of your shares will be voted.
22. Can the plan be changed or discontinued?
Wisconsin Energy may amend, modify, suspend or terminate the plan at any
time, including the period between a record date and a dividend payment date.
As appropriate, participants will receive notice of any material amendment or
modification, or of any suspension or termination.
Upon termination of the plan, you will be mailed any optional cash
investments received and not invested, a stock certificate for whole shares
credited to your plan account and a check for any fractional share. However, if
Wisconsin Energy terminates the plan to establish a new plan, you will
automatically be enrolled in the successor plan, and shares of Wisconsin Energy
stock credited to your plan account will automatically be transferred to the
successor plan.
The plan administrator may terminate your Stock Plus account if you do not
maintain at least one whole share in your account. In the event your Stock Plus
account is terminated for this reason, a check for the cash value of the
fractional share will be sent to you and your account will be closed.
23. Who interprets the plan?
Wisconsin Energy will determine any question of interpretation arising under
the plan, and our determination will be final. Wisconsin Energy and/or the plan
administrator may adopt rules or practices to facilitate the administration of
the plan.
24. What law governs the plan?
The terms and conditions of the plan and its operations will be governed by
the laws of the State of Wisconsin.
8
<PAGE>
25. What are the responsibilities of Wisconsin Energy and the plan
administrator under Stock Plus?
Neither Wisconsin Energy nor the plan administrator will be liable for any
act done in good faith or for any good faith omission to act, including,
without limitation, any claim or liability:
. with respect to the prices at which shares of Wisconsin Energy stock are
purchased or sold for your plan account and the times when such purchases
or sales are made;
. for any fluctuation in the market value after purchases or sales of
shares of Wisconsin Energy stock; or
. for continuation of your plan participation until the plan administrator
receives written notice of your death accompanied by your estate's
request to discontinue participation.
Wisconsin Energy and the plan administrator provide no advice and make no
recommendation with respect to your purchases and sales of Wisconsin Energy
stock. Your decision to purchase or sell Wisconsin Energy stock must be made by
you based upon your own research and judgment.
You should recognize that neither Wisconsin Energy nor the plan
administrator can assure you of a profit or protect you against a loss on
shares purchased through the plan.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN
Wisconsin Energy believes that the following is an accurate summary of the
principal U.S. federal income tax consequences if you are a U.S. resident
participating in the plan:
. Your dividends reinvested under the plan are treated for federal income
tax purposes as cash received by you on the dividend payment date even
though the dividends are used to purchase additional shares. Brokerage
commissions paid by Wisconsin Energy on share purchases under the plan
are treated as additional dividend income to you.
. Your holding period for shares acquired pursuant to the plan will begin
on the day after shares are allocated to your account.
. The tax basis of shares purchased on the open market through the plan
will be the amount you paid for the shares through the reinvestment of
dividends or by optional cash investments plus the amount of brokerage
commission paid by Wisconsin Energy that is attributable to those shares.
The tax basis of shares purchased directly from Wisconsin Energy will be
the amount you paid for the shares through the reinvestment of dividends
or by optional cash investments. You should retain your account
statements in your records so that you are able to determine the tax
basis for shares purchased under the plan.
. Upon a sale of either a portion or all of your shares purchased through
the plan, you will realize a gain or loss based on the difference between
the net sale proceeds you receive and your tax basis in the shares sold,
including any fractional share.
The above is only a brief summary based upon current tax regulations, which
are subject to change from time to time, and does not reflect every possible
situation that could result from your participation in the plan. You are urged
to consult your own tax advisor to determine the particular federal, state and
local tax consequences which may result from your participation in the plan and
the subsequent disposition of shares of Wisconsin Energy stock purchased within
the plan.
If you fail to provide a taxpayer identification number, the plan
administrator must withhold 31% from the amount of any dividends paid on your
shares of Wisconsin Energy stock and from any proceeds arising from your sale
of Wisconsin Energy stock held in your plan account. You may be exempt from
this withholding requirement if appropriate documentation regarding your tax
situation has been received by the plan administrator.
If you do not reside in the United States, income tax consequences may vary
from jurisdiction to jurisdiction. If you are a foreign stockholder whose
dividends are subject to U.S. income tax withholding, the
9
<PAGE>
appropriate amount will be withheld. Any balance of your earned dividend after
applicable tax withholding will be used to purchase additional shares.
IMPORTANT CONSIDERATIONS
The purpose of the plan is to provide a useful service for Wisconsin Energy
stockholders. We are not recommending that you buy or sell Wisconsin Energy
stock. You should use the plan only after you have independently researched
your investment decision.
The value of Wisconsin Energy stock may go up or down from time to time.
Plan accounts are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation, or anyone else.
The plan does not have any effect on the dividend policy of Wisconsin
Energy, which is subject to the discretion of Wisconsin Energy's board of
directors. There can be no assurance as to the declaration of future dividends,
or the rate at which dividends may be paid, since they necessarily depend upon
Wisconsin Energy's future earnings, financial requirements and other factors.
USE OF PROCEEDS
We intend to use for general corporate purposes the net proceeds we receive
from purchases of shares for the plan by the administrator directly from
Wisconsin Energy. We will not receive any proceeds from shares acquired by the
administrator in the open market.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov and through our own web
site at http://www.wisenergy.com. Other information on our web site is not
incorporated by reference in this prospectus. You may also read and copy any
document we file at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can call the SEC at 1-800-732-0330 for information
on the operation of the Public Reference Room.
The SEC allows us to "incorporate by reference" the information we file with
them, which means we are assumed to have disclosed important information to you
when we refer you to documents that are on file with the SEC. The information
we have incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future documents we file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the securities covered by this prospectus.
. Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
as amended by Amendment No. 1 on Form 10-K/A.
. The description of Wisconsin Energy common stock contained in Item 5 of
our Current Report on Form 8-K dated September 1, 1999 (which updates and
supersedes the description in our Registration Statement on Form 8-B
dated January 7, 1987, as previously updated), including any amendment or
report filed for the purpose of updating that description.
10
<PAGE>
You may request a copy of these documents at no cost by writing or
telephoning:
Wisconsin Energy Corporation
Shareholder Services
231 West Michigan Street
P. O. Box 2949
Milwaukee, Wisconsin 53201-2949
Telephone: 1-800-881-5882
You should rely only on the information provided in or incorporated by
reference (and not later changed) in this prospectus. We have not authorized
anyone else to provide you with additional or different information. We are not
making an offer of any securities in any state or country where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this document.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Wisconsin Energy for the year
ended December 31, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
11
<PAGE>
APPENDIX A
Effective through August 31, 2000
Minimum and Maximum Investment Amounts
<TABLE>
<S> <C> <C>
Initial Enrollment in Plan--new investors.............. $50
Initial Enrollment in Plan--registered stockholders.... $0
Additional Investments--optional payments.............. $25 per investment
Additional Investments--Automatic Monthly Investments.. $25 per month
Maximum Investment Amount.............................. $50,000 per calendar
quarter
Number of Automatic Monthly Investments in lieu of
Minimum Initial Enrollment Amount..................... Not applicable
<CAPTION>
Service Brokerage
Participant Fees Charge Commission
- ---------------- ------- ---------------
<S> <C> <C>
One-time account setup fee.............................
Reinvestment of dividends..............................
Optional cash investments..............................
Automatic electronic debits............................
Issuance of stock certificates.........................
Safekeeping of stock certificates......................
Sale of Plan Shares.................................... $ 0 $.05 per share*
Returned Funds (Insufficient funds or closed bank
accounts)............................................. $25
Replacement statements (more than 2 years old)......... $20
Effective September 1, 2000
Minimum and Maximum Investment Amounts
Initial Enrollment in Plan--new investors.............. $250
Initial Enrollment in Plan--registered stockholders.... $0
Additional Investments--optional payments.............. $25 per investment
Additional Investments--Automatic Monthly Investments.. $25 per month
Maximum Investments.................................... $100,000 per calendar
quarter
Number of Automatic Monthly Investments in lieu of
Minimum Initial Enrollment Amount..................... Not applicable
<CAPTION>
Service Brokerage
Participant Fees Charge Commission
- ---------------- ------- ---------------
<S> <C> <C>
One-time account setup fee.............................
Reinvestment of dividends..............................
Optional cash investments..............................
Automatic Monthly Investments (electronic debits)......
Issuance of stock certificates.........................
Safekeeping of stock certificates......................
Sale of Plan Shares.................................... $15 $.05 per share*
Returned Funds (Insufficient funds or closed bank
accounts)............................................. $25
Replacement statements (more than 2 years old)......... $20
</TABLE>
- --------
*Actual brokerage commissions and fees will be charged, which approximate $.05
per share.
The company reserves the right to change minimum or maximum investment
amounts or to add or modify fees upon proper notice to Plan participants.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses payable by the registrant in connection with
the shares registered hereunder are as follows:
<TABLE>
<S> <C>
SEC registration fee (actual)................................... $ 37,134
Printing expenses............................................... 25,000
Legal fees and expenses......................................... 25,000
Accounting fees and expenses.................................... 15,000
NYSE listing fees............................................... 2,000
Miscellaneous................................................... 5,866
--------
Total....................................................... $110,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Wisconsin Energy is incorporated under the Wisconsin Business Corporation
Law (the "WBCL").
Under Section 180.0851(1) of the WBCL, Wisconsin Energy is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of Wisconsin Energy. In all other cases, Wisconsin Energy
is required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Wisconsin Energy, unless it is determined
that he or she breached or failed to perform a duty owed to Wisconsin Energy
and the breach or failure to perform constitutes: (i) a willful failure to deal
fairly with Wisconsin Energy or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
Section 180.0858(1) provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Wisconsin Energy's Restated Articles of Incorporation, Bylaws, any
written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of Wisconsin Energy against
whom claims are asserted with respect to the declaration of improper dividends
or distributions to shareholders or certain other improper acts which they
approved are entitled to contribution from other directors who approved such
actions and from shareholders who knowingly accepted an improper dividend or
distribution, as provided therein.
II-1
<PAGE>
Articles V and VI of Wisconsin Energy's Bylaws provide that Wisconsin Energy
will indemnify to the fullest extent permitted by law any person who is or was
a party or threatened to be made a party to any legal proceeding by reason of
the fact that such person is or was a director or officer of Wisconsin Energy,
or is or was serving at the request of Wisconsin Energy as a director or
officer of another enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such legal proceeding. Wisconsin
Energy's Restated Articles of Incorporation and Bylaws do not limit the
indemnification to which directors and officers are entitled under the WBCL.
Officers and directors of Wisconsin Energy are covered by insurance policies
purchased by Wisconsin Energy under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
Item 16. Exhibits.
The following exhibits are filed with or incorporated by reference in this
registration statement.
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
(4)-1 --Restated Articles of Incorporation of registrant. (Incorporated
herein by reference to Exhibit (3)-1 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1995, File No. 001-09057.)
(4)-2 --Bylaws of registrant, as amended through January 25, 2000.
(Incorporated herein by reference to Exhibit 3.2 to the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 001-09057).
(4)-3 --Wisconsin Energy Corporation Stock Plus Investment Plan. (Set
forth in the prospectus contained in this registration statement.)
(5) --Opinion of Sally R. Bentley, Esq., as to the legality of the
securities being registered.
(23)-1 --Consent of PricewaterhouseCoopers LLP, Independent Accountants.
(23)-2 --Consent of Sally R. Bentley, Esq. (contained in opinion filed as
Exhibit (5)).
(24) --Power of Attorney, contained in signature page of registration
statement.
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-2
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on April 14, 2000.
Wisconsin Energy Corporation
/s/ Richard A. Abdoo
By:__________________________________
Richard A. Abdoo, Chairman of the
Board, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Richard A. Abdoo
or Paul Donovan, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person,
individually, and in each capacity stated below or otherwise, and to file, any
and all amendments to this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.*
Signature and Title
/s/ Richard A. Abdoo
_____________________________________
Richard A. Abdoo, Chairman of the
Board, President and Chief Executive
Officer (Principal Executive Officer
and Director)
/s/ Paul Donovan
_____________________________________
Paul Donovan, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Anne K. Klisurich
_____________________________________
Anne K. Klisurich, Controller
(Principal Accounting Officer)
/s/ John F. Ahearne /s/ Richard R. Grigg
_____________________________________ _____________________________________
John F. Ahearne, Director Richard R. Grigg, Director
/s/ John F. Bergstrom /s/ John N. MacDonough
_____________________________________ _____________________________________
John F. Bergstrom, Director John N. MacDonough, Director
/s/ Barbara L. Bowles /s/ Julia B. North
_____________________________________ _____________________________________
Barbara L. Bowles, Director Julia B. North, Director
/s/ Robert A. Cornog /s/ Frederick P. Stratton, Jr.
_____________________________________ _____________________________________
Robert A. Cornog, Director Frederick P. Stratton, Jr., Director
- --------
*Each of the above signatures is affixed as of April 14, 2000.
II-4
<PAGE>
WISCONSIN ENERGY CORPORATION
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
(4)-1 --Restated Articles of Incorporation of registrant. (Incorporated
herein by reference to Exhibit
(3)-1 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, File No. 1-9057.)
(4)-2 --Bylaws of registrant, as amended through January 25, 2000.
(Incorporated herein by reference to Exhibit 3.2 to the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 1-9057.)
(4)-3 --Wisconsin Energy Corporation Stock Plus Investment Plan. (Set
forth in the prospectus contained in this registration
statement.)
(5) --Opinion of Sally R. Bentley, Esq., as to the legality of the
securities being registered.
(23)-1 --Consent of PricewaterhouseCoopers LLP, Independent Accountants.
(23)-2 --Consent of Sally R. Bentley, Esq. (contained in opinion filed as
Exhibit (5)).
(24) --Power of Attorney, contained in signature page of registration
statement.
</TABLE>
<PAGE>
EXHIBIT (5)
Wisconsin Electric Power Company
231 West Michigan Street, P.O. Box 2046
Milwaukee, Wisconsin 53201
April 14, 2000
Wisconsin Energy Corporation
231 West Michigan Street
P. O. Box 2949
Milwaukee, WI 53201
Re: Stock Plus Investment Plan
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Wisconsin Energy Corporation (the "Company") under
the Securities Act of 1933 (the "Act") with respect to the registration of
7,000,000 shares (the "Shares") of the Company's Common Stock, $.01 par value
("Common Stock"), for sale under the Company's Stock Plus Investment Plan, as
amended (the "Plan"). As disclosed in the Prospectus contained in the
Registration Statement (the "Prospectus"), Common Stock purchases by the
administrator for the Plan will either be made in the open market, in privately
negotiated transactions or directly from the Company in the form of authorized
but unissued or treasury shares.
I am Law Director and an employee of Wisconsin Electric Power Company, the
Company's principal subsidiary. This opinion is being furnished to be filed as
an exhibit to the Registration Statement. In furnishing such opinion, I or the
attorneys in the Legal Services Department of Wisconsin Electric Power Company
have examined (i) the Registration Statement; (ii) the Company's Restated
Articles of Incorporation and Bylaws, as amended to date; (iii) the Plan, as
set forth in the Prospectus; (iv) the corporate proceedings relating to the
adoption and amendment of the Plan and the authorization for the issuance
and/or sale of the Shares thereunder; and (v) such matters of law as I have
deemed necessary in order to render this opinion.
On the basis of the foregoing, I advise you that, in my opinion:
(1) The Company is a corporation duly incorporated and validly existing
under the laws of the State of Wisconsin.
(2) The Shares sold under the Plan will, when issued (as to any such
Shares previously unissued) and paid for in accordance with the provisions
of the Plan, be validly issued, fully paid and nonassessable by the
Company, subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees
for services performed, but not exceeding six months service in any one
case.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am an "expert" within
the meaning of Section 11 of the Act, or that I come within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Sally R. Bentley
Sally R. Bentley
Law Director
Wisconsin Electric Power Company
<PAGE>
EXHIBIT (23)-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 2000 relating to the
financial statements and financial statement schedule, which appears in
Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
April 14, 2000
