-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNfk3M+JrduThiJxmqIP0p8MKtkknkS1byR//Ut1d5IgNb9ashZ8rFI7deJ3S8d/ wq8DIKSKqAclNWJQkuvuXQ== 0000897069-00-000276.txt : 20000510 0000897069-00-000276.hdr.sgml : 20000510 ACCESSION NUMBER: 0000897069-00-000276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000426 ITEM INFORMATION: FILED AS OF DATE: 20000509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICOR INC CENTRAL INDEX KEY: 0000314890 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 391346701 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07951 FILM NUMBER: 623391 BUSINESS ADDRESS: STREET 1: 626 E WISCONSIN AVE STREET 2: PO BOX 334 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142917026 MAIL ADDRESS: STREET 1: 626 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 8-K 1 8-K CURRENT REPORT - WICOR, INC. 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 26, 2000 WICOR, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 1-7951 39-1346701 - --------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (414) 291-7026 ------------------------------- (Registrant's telephone number) Item 1. Changes in Control of Registrant. A change of control of WICOR, Inc., a Wisconsin corporation ("WICOR"), occurred on April 26, 2000, upon the effectiveness of the merger (the "Merger") of WICOR with a wholly-owned subsidiary (the "Acquisition Subsidiary") of Wisconsin Energy Corporation, a Wisconsin corporation ("Wisconsin Energy"), pursuant to which WICOR, as the surviving corporation, became a wholly-owned subsidiary of Wisconsin Energy. Pursuant to the terms of the Agreement and Plan of Merger dated June 27, 1999, as subsequently amended (the "Merger Agreement"), between WICOR, Wisconsin Energy and Acquisition Subsidiary, the shareholders of WICOR received consideration valued at $31.50 per share of WICOR common stock. The Acquisition Subsidiary paid a total of $1,195,004,412 in cash to the holders of WICOR's 37,936,648 shares of the outstanding common stock (excluding 38,000 shares of restricted WICOR common stock issued in February 2000), and Wisconsin Energy issued 57,745 shares of its restricted common stock to holders of the 38,000 shares of restricted WICOR common stock issued in February 2000. The cash portion of the merger consideration was loaned to the Acquisition Subsidiary by Wisconsin Energy, which raised the funds through the sale of commercial paper. As provided in the Merger Agreement, George E. Wardeberg, the Chairman and Chief Executive Officer of WICOR, was elected as a director and appointed as Vice Chairman of the Board of Directors of Wisconsin Energy upon the consummation of the Merger, and Willie D. Davis, an outside director of WICOR, was also elected to the Wisconsin Energy Board of Directors upon the consummation of the Merger. -2- 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. WICOR, INC. Date: May 9 , 2000 By: /s/ Joseph P. Wenzler --------------------------------- Joseph P. Wenzler Senior Vice President and Chief Financial Officer -3- WICOR, INC. Exhibit Index to Current Report on Form 8-K Dated April 26, 2000 Exhibit Number Description ------- ----------- 2.1 Agreement and Plan of Merger, dated as of June 27, 1999, as amended as of September 9, 1999 by and among Wisconsin Energy Corporation, WICOR, Inc. and CEW Acquisition, Inc. (incorporated by reference to Appendix A to the joint proxy statement/prospectus included in Wisconsin Energy Corporation's Registration Statement on Form S-4 filed on September 9, 1999 (File No. 333-86827)) 2.2 Amendment to Agreement and Plan of Merger, dated as of September 9, 1999 (incorporated by reference to Exhibit 2.2 to Wisconsin Energy Corporation's Registration Statement on Form S-4 filed on September 9, 1999 (File No. 333-86827)) 2.3 Second Amendment to Agreement and Plan of Merger, dated as of April 26, 2000 (incorporated by reference to Exhibit 2.3 to Wisconsin Energy Corporation's Current Report on Form 8-K dated April 26, 2000) -4- -----END PRIVACY-ENHANCED MESSAGE-----