<PAGE>
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):
April 16, 1998
ESELCO, INC.
(Exact name of registrant as specified in its charter)
Michigan 0-17736 38-2785176
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
725 East Portage Avenue,
Sault Ste. Marie, Michigan 49783
(Address of principal executive offices) (Zip Code)
(906) 632-2221
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
The registrant issued the following press release on April 16, 1998:
Mary Carpenter
Wisconsin Energy Corporation
Milwaukee WI
(414) 221-4444
Donald C. Wilson
ESELCO, Inc.
Sault Ste. Marie MI 49783 NEWS
(906) 632-5158 RELEASE
- -------------------------------------------------------------------------------
April 16, 1998
Wisconsin Energy, ESELCO merger application approved by FERC
Companies believe merger will occur on or before June 30
MILWAUKEE, Wisconsin, and SAULT STE. MARIE, Michigan--Wisconsin Energy Corp.
(NYSE:WEC) and ESELCO, Inc. (NASDAQ:EDSE) today received Federal Energy
Regulatory Commission (FERC) approval of the companies' merger proposal. The
companies believe the merger will occur on or before June 30, 1998.
Completion of the merger is contingent upon receipt of all necessary
regulatory approvals and satisfaction of conditions customary for this type
of transaction.
"This merger will provide benefits to customers and shareholders to both
companies , and will have significant pro-competitive benefits throughout the
region," says Richard A. Abdoo, Wisconsin Energy Chairman, President, and
CEO. "We are pleased that FERC recognized these benefits and approved the
transaction."
Shortly after the merger occurs, shareholders who held ESELCO, Inc. common
stock on the effective date of the merger will be able to exchange their
shares for shares of Wisconsin Energy common stock based on a value of $44.50
for each ESELCO share.
The merger transaction, announced March 25, 1997, is structured as a tax-free
reorganization that will be accounted for as a pooling of interests. The
total purchase price is approximately $71 million. The transaction was
approved by ESELCO stockholders on October 7, 1997. Under terms of the
agreement, ESELCO would become a wholly owned subsidiary of WEC. WEC's
utility subsidiary, WE, and ESELCO's utility subsidiary, Edison Sault
Electric Company, will retain their own utility identities and their existing
service territories. The two utilities will be operated in essentially the
same manner as they are today. WE and Edison Sault will continue to be
regulated by their respective states.
Wisconsin Energy 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.
Edison Sault is an electric utility which serves approximately 22,000
residential, commercial, and industrial electric customers located in
Michigan's eastern upper peninsula.
* * * * *
2
<PAGE>
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/ Donald Sawruk
----------------------------
Donald Sawruk,
President
April 16, 1998
3
