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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):
October 7, 1997
ESELCO, INC.
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(Exact name of registrant as specified in its charter)
Michigan 0-17736 38-2785176
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
725 East Portage Avenue,
Sault Ste. Marie, Michigan 49783
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(Address of principal executive offices) (Zip Code)
(906) 632-2221
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
The registrant issued the following press release on October 7, 1997:
Donald C. Wilson NEWS
Corporate Secretary
ESELCO, Inc.
725 East Portage Avenue RELEASE
Sault St. Marie, MI 49783
(906) 632-5158
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SAULT STE. MARIE, MICHIGAN AND MILWAUKEE, WISCONSIN, October 7, 1997
On Tuesday, October 7, 1997, at a special meeting of the shareholders of
ESELCO, Inc. (NASDAQ-EDSE), the parent corporation of Edison Sault Electric
Company (Edison Sault), ESELCO, Inc.'s shareholders approved the Amended and
Restated Agreement and Plan of Reorganization, including the related Plan of
Merger, providing for the merger of ESL Acquisition, Inc., a wholly owned
subsidiary of Wisconsin Energy Corporation (NYSE-WEC), with and into ESELCO,
Inc., pursuant to which the outstanding shares of ESELCO, Inc. common stock
would be converted into shares of Wisconsin Energy Corporation common stock. Of
the 1,593,180 shares of ESELCO, Inc., common stock outstanding, more than 76%
voted in favor of the merger. Upon consummation of the transaction, all
outstanding shares of ESELCO, Inc. common stock would be converted into shares
of Wisconsin Energy Corporation common stock based on a value of $44.50 for each
share of ESELCO, Inc. common stock in a transaction proposed to be structured as
a tax-free reorganization. The total purchase price would be approximately $71
million. The exact number of shares of Wisconsin Energy Corporation common
stock to be issued in the transaction would be determined by dividing $44.50 by
the average closing sale price per share of Wisconsin Energy Corporation common
stock as reported on the New York Stock Exchange Composite Transactions on each
of the ten consecutive trading days ending on the trading day immediately
preceding the closing of the transaction.
Consummation of the transaction is contingent upon several conditions,
including receipt of all appropriate regulatory approvals. There can be no
assurance that the conditions will be satisfied or that the transaction will be
consummated.
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Edison Sault is an electric utility which serves approximately 22,000
residential, commercial, and industrial customers located in Michigan's Eastern
Upper Peninsula.
Wisconsin Energy Corporation is a holding company with subsidiaries in
utility and nonutility businesses. Its principal subsidiary, Wisconsin
Electric, provides electricity, natural gas, and/or steam service to about
2.3 million people in southeastern Wisconsin (including the Milwaukee area), the
Appleton area, the Prairie du Chien area, and in northeastern Wisconsin, and
Michigan's Upper Peninsula.
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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 hereunto duly authorized.
ESELCO, INC.
By /s/ William R. Gregory
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William R. Gregory, President
October 7, 1997
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