-----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, Hv8jEJS1NJQH38pEszgxV9dvpaK3IIiRb0D1rBQaLWFTvWPjHHEdgUlkOYtZDkCs lbdTGMvnVaj5u5kKT4uPjg== 0000912057-96-008093.txt : 19960506 0000912057-96-008093.hdr.sgml : 19960506 ACCESSION NUMBER: 0000912057-96-008093 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19960503 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO /WI/ CENTRAL INDEX KEY: 0000072909 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 390508315 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03173 FILM NUMBER: 96556384 BUSINESS ADDRESS: STREET 1: 100 N BARSTOW ST CITY: EAU CLAIRE STATE: WI ZIP: 54702 BUSINESS PHONE: 7158392621 MAIL ADDRESS: STREET 1: P O BOX 8 CITY: EAU CLAIRE STATE: WI ZIP: 54702-008 S-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ NORTHERN STATES POWER COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 39-0508315 (State or other jurisdiction (I.R.S. Employer of Identification incorporation or organization) Number)
100 NORTH BARSTOW STREET, EAU CLAIRE, WISCONSIN 54701 PHONE: (715) 839-2621 (Address, including zip code, and telephone number, including area code, of principal executive offices) JOHN A. NOER JOHN P. MOORE, JR. PRESIDENT GENERAL COUNSEL AND SECRETARY NORTHERN STATES POWER COMPANY NORTHERN STATES POWER COMPANY 100 NORTH BARSTOW STREET 100 NORTH BARSTOW STREET EAU CLAIRE, WISCONSIN 54701 EAU CLAIRE, WISCONSIN 54701 (715) 839-2578 (715) 839-2592
(Name, address, including zip code, and telephone number, including area code, of agents for service) ------------------------ COPY TO: PETER D. CLARKE Gardner, Carton & Douglas 321 North Clark Street Chicago, Illinois 60610 (312) 245-8685 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. ------------------------ 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. /X/ ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE FEE First Mortgage Bonds.................... $65,000,000 100%(1) $65,000,000 $22,414
(1) Estimated solely for the purpose of determining the registration fee. ------------------------ 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION DATED MAY 3, 1996 PROSPECTUS NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) FIRST MORTGAGE BONDS ----------- Northern States Power Company, a Wisconsin corporation (the "Company"), may offer for sale from time to time up to $65,000,000 aggregate principal amount of its First Mortgage Bonds (the "New Bonds"), in one or more series, on terms and in amounts to be determined at the time of sale. The aggregate principal amount, rate or rates (or method of calculation) and time or times and place of payment of interest, maturity or maturities, offering price, any redemption terms or other specific terms of the series of New Bonds in respect of which this Prospectus is being delivered (the "Offered Bonds") will be set forth in a supplement to this Prospectus (the "Prospectus Supplement"). The Company may sell the New Bonds through underwriters or dealers, directly to a limited number of institutional purchasers or through agents. See "Plan of Distribution." The Prospectus Supplement will set forth the names of any underwriters, dealers or agents involved in the distribution of the Offered Bonds and any applicable commissions or discounts and the net proceeds to the Company from such sale. -------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- The date of this Prospectus is , . NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE NEW BONDS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. This Prospectus and the documents incorporated by reference herein contain certain forward-looking statements and information that are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this Prospectus, including any documents incorporated by reference herein, the words "anticipate," "estimate," "expect" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Electric and gas utilities, such as the Company, are experiencing considerable uncertainty as the result of changes in their competitive and regulatory environments. The Company's business also is generally affected by demographic, economic and weather conditions that are beyond its control, and could be affected by technological developments in the production and delivery of energy services. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information on file can be inspected at the public reference offices of the Commission currently at 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company is not required to, and does not, provide annual reports to holders of its debt securities unless specifically requested by a holder. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement. DOCUMENTS INCORPORATED BY REFERENCE The Company's Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995 Form 10-K") filed by the Company with the Commission is incorporated by reference into this Prospectus. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON (INCLUDING ANY BENEFICIAL OWNER) TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE TREASURER, NORTHERN STATES POWER COMPANY, P.O. BOX 8, EAU CLAIRE, WISCONSIN 54702 (715-839-2416). 2 [LOGO] Northern States Power Company (the "Company"), incorporated in 1901 under the laws of Wisconsin as the La Crosse Gas and Electric Company, is an operating public utility company with executive offices at 100 North Barstow Street, Eau Claire, Wisconsin 54702-0008 (phone: 715-839-2416). The Company is a wholly-owned subsidiary of Northern States Power Company, a Minnesota corporation (the "Minnesota Company"). The Company is engaged in the production, transmission and distribution of electricity to approximately 202,000 retail customers in an area of approximately 18,900 square miles in northwestern Wisconsin, to approximately 9,200 electric retail customers in an area of approximately 300 square miles in the western portion of the Upper Peninsula of Michigan, and to 10 wholesale customers in the same general area. The Company is also engaged in the distribution and sale of natural gas in the same service territory to approximately 67,000 customers in Wisconsin and 4,800 customers in Michigan. In Wisconsin, some of the larger communities the Company provides natural gas to are Eau Claire, Chippewa Falls, La Crosse, Hudson, Menomonie and Ashland. In the Upper Peninsula of Michigan the largest community the Company provides natural gas to is Ironwood. In 1995, the Company derived 83 percent of its total operating revenues from electric utility operations and 17 percent from gas utility operations. PROPOSED MERGER The Minnesota Company, Wisconsin Energy Corporation, a Wisconsin corporation ("WEC"), Northern Power Wisconsin Corp., a Wisconsin corporation and wholly-owned subsidiary of the Minnesota Company, and WEC Sub Corp., a Wisconsin corporation and wholly-owned subsidiary of WEC, have entered into an Agreement and Plan of Merger, dated as of April 28, 1995 and as amended and restated as of July 26, 1995 (the "Merger Agreement"), which provides for a strategic business combination involving the Minnesota Company and WEC in a "merger-of-equals" transaction (the "Transaction"). The Transaction, which was unanimously approved by the Boards of Directors of the constituent companies and approved by the shareholders of both the Minnesota Company and WEC, is expected to close shortly after all of the conditions to the consummation of the Transaction, including obtaining applicable regulatory approvals, are met or waived. The goal of the Minnesota Company and WEC is to receive approvals from all regulatory authorities by the end of 1996, however, some regulatory authorities have not established a timetable for their decisions. Therefore, timing of the receipt of the approvals necessary to complete the Transaction is not known at this time. In the Transaction, the holding company of the combined enterprise will be registered under the Public Utility Holding Company Act of 1935, as amended. The holding company will be named Primergy Corporation ("Primergy") and will be the parent company of both the Minnesota Company (which, for regulatory reasons, will reincorporate in Wisconsin) and of WEC's present utility subsidiary, Wisconsin Electric Power Company ("WEPCO") which will be renamed "Wisconsin Energy Company." It is anticipated that, following the Transaction, except for certain gas distribution properties serving the cities of LaCrosse and Hudson, Wisconsin that will be transferred to the Minnesota Company, the Company will be merged into Wisconsin Energy Company (the "Company Merger"). The Transaction is subject to customary closing conditions, including, without limitation, the receipt of all necessary governmental approvals and the making of all necessary governmental filings, all as more fully described in the 1995 Form 10-K. Additional information concerning the Transaction and the Merger Agreement is included in the 1995 Form 10-K. Both the Company and WEPCO recognize that the divestiture of their existing gas operations is a possibility under the new registered holding company structure, but will seek approval from the 3 Commission to maintain such businesses. If divestiture is ultimately required, the Commission has historically allowed companies sufficient time to accomplish divestitures in a manner that protects shareholder value. Following the completion of the Company Merger, the New Bonds and the Company's other outstanding first mortgage bonds will be obligations of Wisconsin Energy Company, as a subsidiary of Primergy, and will continue to be secured by the Indenture as described in this Prospectus. See "DESCRIPTION OF NEW BONDS -- Security for New Bonds." However, as described above, the New Bonds will not be an obligation of Primergy or any other subsidiary of Primergy. The 1995 Form 10-K includes pro forma financial information for Wisconsin Energy Company following the Company Merger. USE OF PROCEEDS The proceeds from the sale of the New Bonds will be added to the general funds of the Company and used for general corporate purposes, which may include the purchase or redemption of one or more series of outstanding first mortgage bonds and the repayment of outstanding short-term borrowings incurred in connection with the Company's continuing construction program. Short-term borrowings of the Company aggregated $35.8 million as of March 31, 1996. The specific allocation of the proceeds of a particular series of the Offered Bonds will be described in the Prospectus Supplement. CONSTRUCTION PROGRAM AND FINANCING The Company's construction program for 1996-2000, including allowance for funds used during construction, is presently estimated to be $303 million (1996: $54 million; 1997: $60 million; 1998: $68 million; 1999: $64 million; and 2000: $57 million). Of these construction expenditures, approximately 88% are expected to be provided by internally generated funds. The foregoing estimates of construction expenditures and internally generated funds may be subject to substantial changes due to unforeseen factors, such as changed economic conditions, competitive conditions, technological innovations, new government regulations, changed tax laws and rate regulation. In addition, if the Company Merger is completed as expected, the Company's construction program for 1997 and future years will be incorporated into Wisconsin Energy Company's overall construction program. RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, -------------------------------------------------- 1995 1994 1993 1992 ----- ----- ----- ----- Ratio of Earnings to Fixed Charges...................................... 4.2 4.2 4.3 4.3 Wisconsin Energy Company Pro Forma Ratio of Earnings to Fixed Charges... 4.3 3.6 3.7 3.8 1991 ----- Ratio of Earnings to Fixed Charges...................................... 4.4 Wisconsin Energy Company Pro Forma Ratio of Earnings to Fixed Charges... 4.2
For purposes of computing the ratio of earnings to fixed charges, (i) earnings consist of income from continuing operations before accounting change plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits; and (ii) fixed charges consist of interest on long-term debt, other interest charges, the interest component on leases and amortization of debt discount, premium and expense. The Wisconsin Energy Company unaudited pro forma ratios of earnings to fixed charges for each of the years in the five-year period ended December 31, 1995, give effect to the Company Merger as if it had occurred at January 1, 1991. See the Notes to Unaudited Pro Forma Combined Condensed Financial Statements of Wisconsin Energy Company in the 1995 Form 10-K for a description of the assumptions used to prepare the unaudited pro forma ratios of earnings to fixed charges. The annual interest requirement on long-term debt of the Company outstanding at December 31, 1995, was $16,037,501. 4 DESCRIPTION OF NEW BONDS Each series of New Bonds is to be an initial issue of a new series of first mortgage bonds (the "Bonds") issued under the Trust Indenture dated April 1, 1947 (the "1947 Indenture") as supplemented by 12 supplemental trust indentures (collectively, the "Supplemental Indentures,"), a Supplemental and Restated Trust Indenture dated March 1, 1991 (the "Restated Indenture") and a new supplemental trust indenture for such series of New Bonds (the "New Supplemental Indenture") all from the Company to Firstar Trust Company (formerly known as First Wisconsin Trust Company), as trustee (the "Trustee"). The 1947 Indenture, as supplemented by the Supplemental Indentures, the Restated Indenture and the New Supplemental Indenture herein are referred to collectively as the "Indenture." Excluding the New Bonds, three series of Bonds in an aggregate principal amount of $194,635,000 currently are outstanding under the Indenture. Copies of the 1947 Indenture, the Supplemental Indentures, the Restated Indenture and the form of the New Supplemental Indenture are filed as Exhibits 4.01A to 4.01O to the Registration Statement and the statements herein made (being for the most part succinct summaries of certain provisions of the Indenture) are subject to the detailed provisions of the 1947 Indenture, the Supplemental Indentures, the Restated Indenture and the New Supplemental Indenture which are incorporated herein by this reference. The Restated Indenture amends and restates the 1947 Indenture and the Supplemental Indentures. The Restated Indenture became effective and operative on October 1, 1993. References are made to specific Article and Section numbers of the Restated Indenture and the New Supplemental Indenture. Unless the context indicates otherwise, words or phrases defined in the Restated Indenture or the New Supplemental Indenture are capitalized and used with the same meanings herein. TERMS OF NEW BONDS The New Bonds will be issued as fully registered bonds without coupons in denominations of multiples of $1,000. New Bonds may be issued in temporary form if, for any reason, the Company is unable to deliver New Bonds in definitive form. Principal and interest are to be payable in Milwaukee, Wisconsin, at Firstar Trust Company. New Bonds will be interchangeable in the manner provided in Article II of the New Supplemental Indenture. The New Bonds may be issued in book-entry form through the facilities of a depository. The description of any book-entry arrangements will be contained in the Prospectus Supplement. No charge will be made by the Company for any exchange or transfer of New Bonds, other than for any taxes or other governmental charges. Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms and other information with respect to the Offered Bonds: (1) the designation and aggregate principal amount of such Offered Bonds; (2) the date or dates on which such Offered Bonds will mature; (3) the rate or rates per annum (or method of calculation) at which such Offered Bonds will bear interest and the date from which such interest shall accrue; (4) the dates on which such interest will be payable; (5) the record dates for payments of interest; and (6) any optional or mandatory redemption terms or other specific terms applicable to the Offered Bonds. The holders of the outstanding Bonds do not, and the holders of the New Bonds will not, have the right to tender such Bonds to the Company for repurchase upon the Company becoming involved in a highly leveraged or change in control transaction. The Indenture does not have any provision that is designed specifically in response to highly leveraged or change in control transactions. However, bondholders would have the security afforded by the first mortgage lien on substantially all the Company's property as described under the subcaption "Security for New Bonds" below. In addition, any change in control transaction and any incurrence of additional indebtedness (as first mortgage bonds or otherwise) by the Company in such a transaction would require approval of state utility regulatory authorities and, possibly, of federal utility regulatory authorities. Management believes that such approvals would be 5 unlikely in any transaction that would result in the Company, or a successor to the Company, including Wisconsin Energy Company, having a highly leveraged capital structure. See "PROPOSED MERGER." SECURITY FOR NEW BONDS In the opinion of counsel for the Company, the New Bonds when issued will be secured by the Indenture, which constitutes a first mortgage lien, subject only to Permitted Encumbrances, upon all real and fixed properties now owned by the Company (except as otherwise stated in this paragraph) for the equal pro rata security of all Bonds issued or to be issued under the Indenture, subject to the provisions relating to any sinking fund or similar fund for the benefit of Bonds of any particular series. There are excepted from the Lien of the Indenture securities, cash, contracts, receivables, motor vehicles, merchandise, equipment and supplies, and certain non-utility real property. (Granting Clauses of the Restated Indenture.) The Indenture contains provisions for subjecting to the lien thereof (subject to the limitations in Article XVI in the case of consolidation or merger) all property acquired by the Company after the date of the 1947 Indenture other than property of the kind mentioned in the preceding sentence. Such provisions might not be effective as to property acquired within 90 days prior and subsequent to the filing of a case with respect to the Company under the United States Bankruptcy Code. The opinion of counsel does not cover titles to easements for flowage rights not presently exercised or titles to rights-of-way for transmission and distribution facilities, as counsel for the Company believes that the expense of examination would exceed the cost of acquiring, by condemnation or purchase, any easements or rights-of-way held under defective title. The Company has the power of eminent domain in the states in which it operates. Permitted Encumbrances include (a) rights of Persons who are parties to agreements with the Company relating to property owned or used jointly (in common) by the Company with such Persons, provided (i) that such rights do not materially impair the use of such jointly owned or used property in the normal operation of the Company's business and do not materially affect the security afforded by the Indenture and (ii) that such rights are not inconsistent with the remedies of the Trustee upon a Completed Default; (b)(i) leases existing at the Effective Date of the Restated Indenture affecting property owned by the Company on the Effective Date; (ii) leases which do not interfere in any material respect with the use of the related property for the purpose for which it is held by the Company and which will not have material adverse impact on the security afforded by the Indenture or (iii) other leases relating to not more than 5% of the sum of the Company's Depreciable Property and Land; and (c) any mortgage, lien, charge or encumbrance prior or equal to the Lien of the Indenture, other than a Prepaid Lien, existing at the date any property is acquired by the Company, provided that at the date of acquisition of such property: (i) no Default has occurred and is continuing; (ii) the principal amount of indebtedness outstanding under and secured by such mortgage, lien, charge or encumbrance shall not exceed 66 2/3% of the lesser of the Cost or Fair Value of the property so acquired; and (iii) each such mortgage, lien, charge or encumbrance shall apply only to the property and improvements originally subject thereto and that the Company shall cause to be closed all mortgages or other liens existing at the time of acquisition of any property thereafter acquired by the Company and will permit no additional indebtedness to be issued thereunder or secured thereby. (Section 1.03 of the Restated Indenture.) The holders of 66 2/3% of the principal amount of Bonds Outstanding may (a) consent to the creation or existence of a Prior Lien with respect to up to 50% of the sum of the Company's Depreciable Property and Land, after giving effect to such Prior Lien or (b) terminate the Lien of the Indenture with respect to up to 50% of the sum of the Company's Depreciable Property and Land. (Section 19.02(e) of the Restated Indenture.) The Indenture is not a lien on the properties of the Minnesota Company. The Lien of the Indenture will continue to apply only to property and franchises owned by the Company prior to the Company Merger, and to any additions, extensions and repairs to such properties acquired or made after the Company Merger, and will not apply to any property owned by WEPCO prior to the Company 6 Merger. It is expected that following the Company Merger, Wisconsin Energy Company's outstanding indebtedness will include first mortgage bonds that were previously issued by the Company, WEPCO, Wisconsin Natural Gas Company and Wisconsin Southern Gas Company under separate trust indentures. See "PROPOSED MERGER" and "RATIO OF EARNINGS TO FIXED CHARGES." It is not expected that any additional Bonds will be issued under the Indenture following the Company Merger. SINKING FUND PROVISIONS The sinking fund redemption provision, if any, for each series of the New Bonds will be set forth in the Prospectus Supplement. As an annual sinking fund, the Company covenants to pay to the Trustee annually on April 1 an amount sufficient to redeem, on the following June 1, for sinking fund purposes 1% of the highest amount at any time outstanding of Bonds of the Series due April 1, 2021 and the Bonds of the Series due March 1, 2023. Sinking fund payments may be offset at the option of the Company by (a) retirement or delivery to the Trustee of Bonds of the series for which the sinking fund is applicable or (b) application of Amounts of Established Permanent Additions equal to 150% of the principal amount of Bonds which would otherwise be required to be retired by the sinking fund. (Sections 5.04(vi), 5.07 and 13.01(c) of the Restated Indenture.) The Trustee is required to apply sinking fund money to the purchase or redemption of Bonds of the series for which such funds are applicable. (Article XIII of the Restated Indenture.) MAINTENANCE PROVISIONS As a Maintenance Fund for the Bonds, the Company covenants to pay to the Trustee annually on May 1 an amount equal to 2.50% of its Completed Depreciable Property as of the end of the preceding calendar year, after deducting credits at the Company's option for (a) maintenance, (b) property retirements offset by Permanent Additions, (c) retirement of Bonds and (d) Amounts of Established Permanent Additions. (Section 9.01 of the Restated Indenture.) The Restated Indenture further provides that to the extent that Maintenance Fund credits exceed 2.50% of Completed Depreciable Property for any year after 1990, such excess credits may be applied in future years (a) to offset any Maintenance Fund deficiency or (b) to increase the Amount of Established Permanent Additions available for use under the Indenture. (Section 9.05 of the Restated Indenture.) The Company has covenanted to maintain its properties in adequate repair, working order and condition. (Section 8.06 of the Restated Indenture.) ISSUANCE OF ADDITIONAL BONDS The maximum principal amount of Bonds that may be issued under the Indenture is not limited except as described below. Additional Bonds may be issued on the basis of (a) 66 2/3% of the Cost or Fair Value, whichever is less, of Permanent Additions, after making the required deductions on account of Retired Property (Article V of the Restated Indenture); (b) retired Bonds that have not been otherwise used under the Indenture (Article VI of the Restated Indenture); and (c) deposit of an equal amount of cash with the Trustee, which cash may be withdrawn on the same basis as additional Bonds may be issued under clauses (a) and (b) above. (Article VII of the Restated Indenture.) The New Bonds will be issued under clauses (a) and/or (b) above. At December 31, 1995 the amount of net Permanent Additions available for the issuance of Bonds exceeded $113 million, of which $97.6 million could be used for the authentication of $65 million principal amount of the New Bonds. As of December 31, 1995, $81 million of retired Bonds were available for the authentication of up to $81 million of New Bonds. No additional Bonds may be issued on the basis of clause (a), clause (b) under specified conditions, or clause (c) unless the Earnings Applicable to Bond Interest for a specified twelve month period are equal to twice the annual interest requirements on the Bonds including those about to be issued, and any obligations secured by Prior Liens and any indebtedness secured by Permitted Encumbrances. The calculation of Earnings Applicable to Bond Interest includes all non-utility revenues of the Company. (Sections 1.03, 5.03, 6.02 and 7.01 of the Restated Indenture.) 7 Permanent Additions include: the Company's electric and steam generating, transmission and distribution properties; the Company's gas storage and distribution properties; construction work-in-progress; fractional and undivided property interests of the Company; property used for providing telephone or other communications services; and engineering, financial, economic, environmental, geological and legal or other studies, surveys or reports associated with the acquisition or construction of any Depreciable Property. (Section 1.03 of the Restated Indenture.) Earnings Applicable to Bond Interest for the twelve months ended December 31, 1995, would be 4.8 times the annual interest requirements on the Bonds assuming the issuance of the New Bonds at an assumed interest rate of 8.0%. Additional Bonds may vary from the Offered Bonds as to maturity, interest rate, redemption prices, sinking fund and in certain other respects. (Article II of the Restated Indenture.) DIVIDENDS ON COMMON STOCK The Indenture does not restrict the Company's payment of dividends on its common stock. RELEASE PROVISIONS The Indenture contains provisions permitting the release from its lien of any property upon depositing or pledging cash or certain other property of comparable Fair Value. The Indenture also contains provisions for the cancellation, change or alteration of leases, rights-of-way and easements, and for the surrender and modification of any franchise or governmental consent subject to certain restrictions, in each case without any release or consent by the Trustee or accountability thereto for any consideration received by the Company. (Article XI of the Restated Indenture.) Under the Indenture, (a) the Company may sell or otherwise dispose of, free of the Lien of the Indenture, all vessels and marine equipment, railroad cars, engines and related equipment, airplanes, office furniture and leasehold interests in property owned by third parties and (b) the Company may enter into leases with respect to the property subject to the Lien of the Indenture which do not interfere in any material respect with the use of such property for the purpose for which it is held by the Company and will not have a material adverse impact on the security afforded by the Indenture. (Section 11.02(b) of the Restated Indenture.) Any of the mortgaged and pledged property may be released from the Lien of the Indenture without depositing the proceeds from the sale of such property with the Trustee, if after such release, the Fair Value of the remaining mortgaged and pledged property of the character of Permanent Additions equals or exceeds a sum equal to 150% of the aggregate principal amount of Bonds Outstanding. (Section 11.03(k) of the Restated Indenture.) Upon satisfaction of the requirements set forth in the Indenture, this provision would permit the Company to spin-off or otherwise dispose of a substantial amount of assets or a line of business, including all or a portion of the Company's electric generation, transmission or distribution assets, or its gas storage and distribution assets, without depositing cash or property with the Trustee or obtaining the consent of the bondholders. REDEMPTION GENERALLY Moneys on deposit in the Maintenance Fund and the Release Fund under the Indenture may be used for the purchase or redemption of Bonds, provided that the Company does not have the power to use any such moneys to redeem any Bond that is not otherwise redeemable or to redeem any Bond at a price less than the price at which such Bond could be redeemed pursuant to its terms. MODIFICATION OF THE INDENTURE With the consent of the Company, the provisions of the Indenture may be changed by the affirmative vote of the holders of 66 2/3% in principal amount of the Bonds Outstanding except that, among other things, the maturity of a Bond may not be extended, the interest rate reduced, nor the terms of payment of principal or interest changed without the consent of the holder of each Bond so affected. (Article XIX of the Restated Indenture.) 8 CONCERNING THE TRUSTEE In case of a Completed Default the Trustee may, and upon written request of the holders of a majority in principal amount of the Bonds then Outstanding shall, declare the principal of all Bonds then Outstanding and the interest accrued thereon to be due and payable immediately, and the same shall become due and payable subject to the right of the holders of the majority in principal amount of the Bonds then Outstanding upon certain conditions to rescind and annul such declaration. The Indenture provides in substance that no holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the foreclosure of the Indenture or for the appointment of a receiver or for any other remedy thereunder unless such holder shall have previously given to the Trustee written notice of default, nor unless also the holders of 25% in principal amount of the Bonds then Outstanding shall have made written request to the Trustee to exercise the powers granted by the Indenture but the right of action of holders of Bonds to enforce payment of the principal or interest shall not be impaired. As a condition precedent to certain actions by the Trustee in the enforcement of the Lien of the Indenture and institution of action on the Bonds, the Trustee may require adequate indemnity against costs, expenses and liabilities to be incurred thereby. (Article XIV of the Restated Indenture.) The Company utilizes some of the commercial banking services offered by an affiliate of the Trustee. DEFAULTS The following is a summary of events defined in the Indenture as Completed Defaults: (a) default in the payment of principal of or premium, if any, on any Bond when due and payable, (b) default continued for 30 days in the payment of interest on any Bond; (c) default continued for 60 days in any sinking fund payment; (d) default in the covenants of the Company with respect to bankruptcy, insolvency, assignment or receivership, or (e) default continued for 60 days after notice to the Company from the Trustee in the performance of any other covenant, agreement or condition contained in the Indenture. (Section 14.01 of the Restated Indenture.) The Trustee is required to give notice to bondholders (1) within 90 days after the occurrence of a Default known to the Trustee within such period, or (2) if the Trustee is unaware of a Default during such period, promptly after the Trustee knows of such Default, unless such Default shall have been cured before the giving of such notice; provided that, except in the case of a Default resulting from the failure to make any payment of principal of, or interest on, any Bonds or to make any sinking fund payment, the Trustee may withhold such notice upon determination in good faith by the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the Trustee that the withholding of such notice is in the interest of the bondholders. (Article XVII of the Restated Indenture.) If the Trustee recovers any moneys following a Completed Default, all such moneys shall be applied in the following order: (i) to the payment of taxes, assessments or Prior Liens and all costs and expenses, including the payment of the fees, expenses, liabilities and advances incurred or made by the Trustee, (ii) to the payment in full of the amounts then due and unpaid for principal and interest upon the Bonds then Outstanding, and in the case such proceeds shall be insufficient to pay in full the amounts so due and unpaid, then to the payment thereof ratably, with interest on overdue principal and interest, and (iii) to the Company, its successors or assigns. (Section 14.11 of the Restated Indenture.) The Company is required to file with the Trustee such information, documents and reports with respect to compliance by the Company with the conditions and covenants of the Indenture as may be required by the rules and regulations of the Commission including a certificate, furnished not less frequently than annually, as to the Company's compliance with all of the conditions and covenants under the Indenture. (Section 8.18 of the Restated Indenture.) 9 GENERAL Whenever all indebtedness secured by the Indenture shall have been paid, or adequate provision therefor made, the Trustee shall, upon request of the Company, cancel and discharge the Lien of the Indenture. (Article XVIII of the Restated Indenture.) The Company may deposit with the Trustee any combination of cash or Governmental Obligations in order to provide for the payment of any series or all of the Bonds Outstanding. Such a deposit could constitute a taxable event as to the holders of such bonds, creating possible adverse tax consequences. The Indenture also provides that the Company shall furnish to the Trustee Officers' Certificates, certificates of an Engineer, Appraiser or other expert and, in certain cases, Accountants' Certificates in connection with the authentication of Bonds, the release or release and substitution of property and certain other matters, and Opinions of Counsel as to the Lien of the Indenture and certain other matters. (Articles IV, V, VI, VII, XI and XVIII and Section 21.08 of the Restated Indenture.) LEGAL OPINIONS Legal opinions relating to the New Bonds will be rendered by John P. Moore, Jr., 100 North Barstow Street, Eau Claire, Wisconsin, General Counsel for the Company, by Loomis, Ewert, Ederer, Parsley, Davis & Gotting, 1200 Manufacturer's Bank of Lansing Building, Lansing, Michigan, special Michigan counsel for the Company, and by Gardner, Carton & Douglas, 321 North Clark Street, Chicago, Illinois, counsel for any underwriters, dealers or agents named in a Prospectus Supplement. Matters pertaining to local laws will be passed upon by counsel for the Company and as to these matters Gardner, Carton & Douglas will rely on those opinions. The opinions contained in this Prospectus under the caption "Description of New Bonds -- Security for New Bonds", are the opinions of John P. Moore, Jr., who is General Counsel and Secretary of the Company. Gardner, Carton & Douglas from time to time acts as special counsel to the Company and the Minnesota Company in connection with certain matters, including the Transaction. EXPERTS The historical financial statements of the Company for the year ended December 31, 1995; the consolidated historical financial statements of the Minnesota Company for the year ended December 31, 1995; the consolidated historical financial statements of WEC; and the historical financial statements of WEPCO incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K, for the year ended December 31, 1995, have been so incorporated in reliance upon the reports of Price Waterhouse LLP given on the authority of said firm as experts in auditing and accounting. The financial statements and the related financial statement schedules of the Company and the Minnesota Company for the years ended December 31, 1994 and 1993, incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K, for the year ended December 31, 1995, have been so incorporated in reliance upon the reports of Deloitte & Touche LLP (which report on the Minnesota Company expresses an unqualified opinion and includes an explanatory paragraph related to the Minnesota Company's change in method of accounting for postretirement healthcare costs in 1993) given upon the authority of that firm as experts in accounting and auditing. PLAN OF DISTRIBUTION The Company may sell the New Bonds (i) to or through underwriters or dealers; (ii) directly to one or more purchasers; or (iii) through agents. The Prospectus Supplement with respect to each series of Offered Bonds will set forth the terms of the offering of such Offered Bonds, including the name or names of any underwriters, the purchase price of such Offered Bonds and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price, any discounts or concessions allowed or reallowed or 10 paid to dealers and any securities exchanges on which such Offered Bonds may be listed. Any initial offering price and any discounts, concessions or commissions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale, the Offered Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Offered Bonds may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. The specific managing underwriter or underwriters, if any, will be set forth in the Prospectus Supplement relating to the Offered Bonds together with the members of the underwriting syndicate, if any. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the Offered Bonds offered thereby will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such Offered Bonds if any are purchased. Offered Bonds may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the Offered Bonds in respect of which the Prospectus Supplement is delivered and any commissions payable by the Company to such agent. Any underwriters, dealers or agents participating in the distribution of the Offered Bonds may be deemed to be underwriters and any discounts or commissions received by them on the sale or resale of the Offered Bonds may be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Agents and underwriters may be entitled, under agreements entered into with the Company, to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contributions with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may engage in transactions with or perform services for the Company in the ordinary course of business. 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Set forth below is an estimate of the approximate amount of fees and expenses payable by the Company (other than underwriting discounts and commissions) in connection with the issuance of the New Bonds: Registration fee under the Securities Act of 1933..................... $ 22,414 Fee of Public Service Commission of Wisconsin......................... 1,000 Fees of Rating Agencies............................................... 30,000 Printing and engraving................................................ 25,000 Accounting services................................................... 40,000 Trustee's charges..................................................... 15,000 Mortgage recording fees............................................... 4,000 Expenses and counsel fees for qualification or registration of the New Bonds under state securities laws.................................... 10,000 Miscellaneous, including traveling, telephone, copying, shipping, postage, and other out-of-pocket expenses............................ 20,000 -------- Total............................................................. $167,414 -------- --------
All but the first two items are estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 180.0850 through 180.0859 of the Wisconsin Statutes permit indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Pursuant to authorization contained in the Restated Articles of Incorporation, as amended, Section 7 of Article II of the Bylaws of the Company contains provisions for indemnification of its directors and officers consistent with the provisions of Section 180.0850 through 180.0859 of the Wisconsin Statutes. The Company has obtained insurance policies indemnifying the Company and the Company's directors and officers against certain civil liabilities and related expenses. ITEM 16. EXHIBITS. Certain Exhibits listed below and marked with an asterisk (*) were filed with the Securities and Exchange Commission as Exhibits to certain Registration Statements under the Exhibit number indicated after each such Exhibit and are incorporated herein by this reference. These Registration Statements are identified as follows: (a) No. 2-6982 (c) No. 2-13463+ (e) No. 2-36693+ (g) No. 2-76146 (i) No. 33-20415 (b) No. 2-7825 (d) No. 2-23726+ (f) No. 2-49757+ (h) No. 33-6269 (j) No. 33-39831
- ------------------------ + Registration Statement of the Minnesota Company. S-1
EXHIBIT - ------------- 1.01 Form of Underwriting Agreement relating to the New Bonds. *4.01A (a) Copy of Trust Indenture, dated April 1, 1947, from the Company to Firstar Trust Company (formerly known as First Wisconsin Trust Company), Trustee. (7.01) *4.01B (b) Copy of Supplemental Trust Indenture, dated March 1, 1949, being a supplemental instrument to Exhibit 4.01A hereto. (7.02) *4.01C (c) Copy of Supplemental Trust Indenture, dated June 1, 1957, being a supplemental instrument to Exhibit 4.01A hereto. (2.13) *4.01D (d) Copy of Supplemental Trust Indenture, dated August 1, 1964, being a supplemental instrument to Exhibit 4.01A hereto. (4.20) *4.01E (e) Copy of Supplemental Trust Indenture, dated December 1, 1969, being a supplemental instrument to Exhibit 4.01A hereto. (2.03E) *4.01F (f) Copy of Supplemental Trust Indenture, dated September 1, 1973, being a supplemental instrument to Exhibit 4.01A hereto. (2.03F) *4.01G (g) Copy of Supplemental Trust Indenture, dated February 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01G) *4.01H (g) Copy of Supplemental Trust Indenture, dated March 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01H) *4.01I (h) Copy of Supplemental Trust Indenture, dated June 1, 1986, being a supplemental instrument to Exhibit 4.01A hereto. (4.01I) *4.01J (i) Copy of Supplemental Trust Indenture, dated March 1, 1988, being a supplemental instrument to Exhibit 4.01A hereto. (4.01J) *4.01K (j) Copy of Supplemental and Restated Trust Indenture, dated March 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto. (4.01K) 4.01L Copy of Supplemental Trust Indenture, dated April 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1991, and incorporated herein by reference. 4.01M Copy of Supplemental Trust Indenture, dated March 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated March 5, 1993, and incorporated herein by reference. 4.01N Copy of Supplemental Trust Indenture, dated October 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated September 21, 1993, and incorporated herein by reference. 4.01O Form of Supplemental Trust Indenture, for each series of New Bonds, being a supplemental instrument to Exhibit 4.01A hereto. 5.01 Opinion of John P. Moore, Jr., Esq., as to legality of the New Bonds. 12.01 Computation of ratio of earnings to fixed charges. 12.02 Computation of pro forma ratios of earnings to fixed charges. 23.01 Consent of Independent Public Accountants -- Price Waterhouse LLP, Minneapolis, MN. 23.02 Independent Auditors' Consent -- Deloitte & Touche LLP, Minneapolis, MN. 23.03 Consent of Independent Accountants -- Price Waterhouse LLP, Milwaukee, WI. 23.04 Consent of Legal Counsel. 24.01 Powers of Attorney. 25.01 Form T-1 Statement of Eligibility of Firstar Trust Company to act as Trustee under the Indenture that will secure the New Bonds.
S-2 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 represented 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; provided, however, that clauses (i) and (ii) above 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 clauses is contained in periodic reports filed 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 purposes 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. The undersigned Registrant hereby undertakes 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. 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 foregoing provisions described under Item 15, 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. S-3 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 Eau Claire, and State of Wisconsin, on the 3rd day of May 1996. NORTHERN STATES POWER COMPANY By: /s/ NEAL A. SIIKARLA ----------------------------------- Neal A. Siikarla, Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - -------------------------------- ---------------------------- ---------------- JOHN A. NOER - -------------------------------- Principal Executive Officer May 3, 1996 John A. Noer and Director NEAL A. SIIKARLA - -------------------------------- Principal Financial Officer May 3, 1996 Neal A. Siikarla /s/ DAVID E. RIPKA - -------------------------------- Principal Accounting Officer May 3, 1996 David E. Ripka H. LYMAN BRETTING - -------------------------------- Director May 3, 1996 H. Lyman Bretting PHILIP M. GELATT - -------------------------------- Director May 3, 1996 Philip M. Gelatt WAYNE E. HARRISON - -------------------------------- Director May 3, 1996 Wayne E. Harrison RAY A. LARSON, JR. - -------------------------------- Director May 3, 1996 Ray A. Larson, Jr. LARRY G. SCHNACK - -------------------------------- Director May 3, 1996 Larry G. Schnack LOREN L. TAYLOR - -------------------------------- Director May 3, 1996 Loren L. Taylor By: /s/ NEAL A. SIIKARLA - -------------------------------- Neal A. Siikarla (ATTORNEY-IN-FACT) S-4 EXHIBIT INDEX
EXHIBIT METHOD OF NUMBER DESCRIPTION FILING - ------------- ------------------------------------------------------------------------------------ ------------- 1.01 Form of Underwriting Agreement relating to the New Bonds............................ DT *4.01A (a) Copy of Trust Indenture, dated April 1, 1947, from the Company to Firstar Trust Company (formerly known as First Wisconsin Trust Company), Trustee. (7.01) *4.01B (b) Copy of Supplemental Trust Indenture, dated March 1, 1949, being a supplemental instrument to Exhibit 4.01A hereto. (7.02) *4.01C (c) Copy of Supplemental Trust Indenture, dated June 1, 1957, being a supplemental instrument to Exhibit 4.01A hereto. (2.13) *4.01D (d) Copy of Supplemental Trust Indenture, dated August 1, 1964, being a supplemental instrument to Exhibit 4.01A hereto. (4.20) *4.01E (e) Copy of Supplemental Trust Indenture, dated December 1, 1969, being a supplemental instrument to Exhibit 4.01A hereto. (2.03E) *4.01F (f) Copy of Supplemental Trust Indenture, dated September 1, 1973, being a supplemental instrument to Exhibit 4.01A hereto. (2.03F) *4.01G (g) Copy of Supplemental Trust Indenture, dated February 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01G) *4.01H (g) Copy of Supplemental Trust Indenture, dated March 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01H) *4.01I (h) Copy of Supplemental Trust Indenture, dated June 1, 1986, being a supplemental instrument to Exhibit 4.01A hereto. (4.01I) *4.01J (i) Copy of Supplemental Trust Indenture, dated March 1, 1988, being a supplemental instrument to Exhibit 4.01A hereto. (4.01J) *4.01K (j) Copy of Supplemental and Restated Trust Indenture, dated March 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto. (4.01K) 4.01L Copy of Supplemental Trust Indenture, dated April 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1991, and incorporated herein by reference. 4.01M Copy of Supplemental Trust Indenture, dated March 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated March 5, 1993, and incorporated herein by reference. 4.01N Copy of Supplemental Trust Indenture, dated October 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated September 21, 1993, and incorporated herein by reference. 4.01O Form of Supplemental Trust Indenture, for each series of New Bonds, being a DT supplemental instrument to Exhibit 4.01A hereto.................................... 5.01 Opinion of John P. Moore, Jr., Esq., as to legality of the New Bonds................ DT 12.01 Computation of ratio of earnings to fixed charges................................... DT 12.02 Computation of pro forma ratios of earnings to fixed charges........................ DT 23.01 Consent of Independent Public Accountants -- Price Waterhouse LLP, Minneapolis, DT MN................................................................................. 23.02 Independent Auditors' Consent -- Deloitte & Touche LLP, Minneapolis, MN............. DT 23.03 Consent of Independent Accountants -- Price Waterhouse LLP, Milwaukee, WI........... DT 23.04 Consent of Legal Counsel............................................................ DT 24.01 Powers of Attorney.................................................................. DT 25.01 Form T-1 Statement of Eligibility of Firstar Trust Company to act as Trustee under DT the Indenture that will secure the New Bonds.......................................
DT -- Filed electronically with this direct transmission EX-1.01 2 EXHIBIT 1.01 FORM OF MAY 3, 1996 NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) FIRST MORTGAGE BONDS UNDERWRITING AGREEMENT To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Dear Sirs: Northern States Power Company, a Wisconsin corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as representatives (the "Representatives"), its First Mortgage Bonds of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the "Bonds") to be issued under its Trust Indenture, dated as of April 1, 1947, from the Company to Firstar Trust Company (formerly known as First Wisconsin Trust Company), as trustee (the "Trustee"), as heretofore supplemented and amended by supplemental trust indentures, including the Supplemental and Restated Trust Indenture dated March 1, 1991, and as to be further supplemented and amended by a supplemental trust indenture relating to the Bonds (such Trust Indenture as so supplemented and amended and as to be so supplemented and amended being hereinafter referred to as the "Indenture"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. 1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents and warrants to, and agrees with, each Underwriter that: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form, including a prospectus, for the registration under the Act of the Bonds, which registration statement has become effective. Such registration statement and prospectus may have been amended or supplemented from time to time prior to the date of this Agreement (which date is set forth in Schedule I hereto). Any such amendment or supplement was filed with the Commission and any such amendment has become effective. The Company will file with the Commission a prospectus supplement (the "Prospectus Supplement") relating to the Bonds pursuant to Rule 424 and/or Rule 434 under the Act. Copies of such registration statement and prospectus, any such amendment or supplement and all documents incorporated by reference therein which were filed with the Commission on or prior to the date of this Agreement have been delivered to you and copies of the Prospectus Supplement will be delivered to you promptly after it is filed with the Commission. Such registration statement as amended prior to the date of this Agreement, and such prospectus, as amended and supplemented prior to the date of this Agreement and as supplemented by the Prospectus Supplement, are hereinafter called the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or before the date of this Agreement and, if the Company files any document pursuant to the Exchange Act after the date of this Agreement and prior to the termination of the offering of the Bonds by the Underwriters, which documents are deemed to be incorporated by 1 reference into the Prospectus, the term "Prospectus" shall refer also to said prospectus as supplemented by the documents so filed from and after the time said documents are filed with the Commission. There are no contracts or documents of the Company that are required to be filed as exhibits to the Registration Statement or any documents incorporated by reference therein by the Act, the Exchange Act or the rules and regulations thereunder which have not been so filed. (b) No order preventing or suspending the use of the Prospectus or the Registration Statement has been issued by the Commission and the Registration Statement, at the date of this Agreement, complied in all material respects with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules and regulations thereunder and did not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, at the time the Prospectus Supplement is filed with the Commission and at the Closing Date (as hereinafter defined), the Prospectus will comply in all material respects with the Act and the rules and regulations thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (B) the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of the Registration Statement or Prospectus. (c) The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and any documents so filed and incorporated by reference subsequent to the date of this Agreement will, when they are filed with the Commission, conform in all material respects to the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder; and none of such documents include or will include any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading. (d) Deloitte & Touche LLP and Price Waterhouse LLP, which audited certain of the financial statements incorporated by reference in the Registration Statement, are each independent public accountants as required by the Act and the rules and regulations of the Commission thereunder. (e) The financial statements of the Company filed as a part of or incorporated by reference in the Registration Statement or Prospectus fairly present the financial position of the Company as of the dates indicated and the results of its operations and changes in financial position for the periods specified, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as disclosed in the Prospectus Supplement. The unaudited pro forma financial information incorporated by reference in the Registration Statement and the Prospectus complies in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X and the pro forma adjustments have been properly applied to the historical amounts in the compilation of such information. (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Wisconsin with due corporate authority to carry on the business in which it is engaged and to own and operate the properties used by it in such business, as described in the Prospectus; the Company is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Michigan; and the Company is not required 2 by the nature of its business to be licensed or qualified as a foreign corporation in any other state or jurisdiction; and, except as set forth in the Prospectus Supplement, the Company has all material licenses and approvals required at the date hereof to conduct its business. (g) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus (except for subsequent issuance, if any, pursuant to reservations or agreements referred to therein); the shares of issued and outstanding capital stock of the Company have been duly and validly issued, are fully paid and non-assessable and are owned by Northern States Power Company, a Minnesota corporation. (h) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus Supplement; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement, the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, and there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus Supplement. (i) Neither the execution and delivery of this Agreement and the Indenture, the issuance and delivery of the Bonds, the consummation of the transactions herein contemplated, the fulfillment of the terms hereof, nor compliance with the terms and provisions of this Agreement, the Bonds and the Indenture will conflict with, or result in the breach of, any of the terms, provisions or conditions of the Restated Articles of Incorporation, as amended, or By-laws of the Company, or of any contract, agreement or instrument to which the Company is a party or in which the Company has a beneficial interest or by which the Company is bound or of any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or over its properties. (j) The Bonds have been duly authorized for issuance and sale pursuant to this Agreement and, when executed and authenticated in accordance with the Indenture and delivered and paid for as provided herein, will be duly issued and will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency and other laws affecting enforcement of creditors' rights, and will be entitled to the benefits of the Indenture which will be substantially in the form heretofore delivered to you. (k) The Indenture has been duly and validly authorized by the Company and, when duly executed and delivered by the Company, assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights. (l) The Public Service Commission of Wisconsin has issued its order authorizing the issuance and sale of the Bonds on terms consistent with this Agreement. Each other consent, approval, authorization, order, registration or qualification of or with any regulatory public body, state or federal, that is, or will be at the Closing Date, necessary in connection with the issuance and sale of the Bonds pursuant to this Agreement has been or will be obtained, other than approvals that may be required under state securities laws. 3 (m) The Company has good and valid title to all real and fixed property and leasehold rights described or enumerated in the Indenture (except such properties as have been released from the lien thereof in accordance with the terms thereof), subject only to Permitted Encumbrances (as defined in the Indenture). (n) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (o) The Company has all necessary power under statutory provisions or permits to use its operating electric and gas properties. (p) The Company has no "significant subsidiary", within the meaning of Rule 1.02(v) of Regulation S-X under the Act. (q) The Company is not an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. (r) Except as set forth in the Prospectus Supplement, the Company (A) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (B) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (C) is in compliance with all terms and conditions of any such permits, licenses or approvals, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company. 2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Representatives and each other Underwriter, and the Representatives and each other Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of the Bonds set forth opposite their respective names in Schedule II hereto. 3. DELIVERY AND PAYMENT. Delivery of an payment for the Bonds shall be made at the place, date and time specified in Schedule I hereto (or such other place, date and time not later than eight full business days thereafter as the Representatives and the Company shall designate), which date and time may be postponed by agreement between the Representatives and the Company (such date and time being herein called the "Closing Date"). Delivery of the Bonds shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks payable in New York Clearing House (next day) funds or, if so indicated in Schedule I hereto, in federal (same day) funds. The Bonds will be delivered in definitive registered form except that, if for any reason the Company is unable to deliver the Bonds in definitive form, the Company reserves the right, as provided in the Indenture, to make delivery in temporary form. Any Bonds delivered in temporary form will be exchangeable without charge for Bonds in definitive form. The Bonds will be registered in the names of the Underwriters and in the principal amounts set forth in Schedule II hereto except that if the Company receives a written request from the Representatives prior to noon on the third business day preceding the Closing Date giving the names in which the Bonds are to be registered and the principal amounts thereof (which 4 shall in each case be a multiple of $1,000) the Company will deliver the Bonds so registered. The Bonds will be made available to the Representatives for checking in New York, New York, not later than 2:00 p.m., New York time, on the business day preceding the Closing Date. 4. AGREEMENTS. The Company agrees with the several Underwriters that: (a) With the consent of the Representatives, the Company will cause the Prospectus Supplement to be filed pursuant to Rule 424(b) and/or Rule 434 under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the Bonds is required to be delivered under the Act, the Company will promptly advise the Representatives (i) when any amendment to the Registration Statement shall have become effective, (ii) when any subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus) has been filed, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceedings for that purpose. The Company will not file any amendment of the Registration Statement or supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus) unless the Company has furnished to the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Bonds is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus Supplement filed pursuant to Rule 424(b) and/or Rule 434 under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the "effective date of the Registration Statement" (as defined Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will furnish to each of the Representatives a signed copy of the Registration Statement as originally filed and of each amendment thereto, including the Form T-1 of the Trustee and all powers of attorney, consents and exhibits filed therewith (other than exhibits incorporated by reference), and will deliver to the Representatives conformed copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Bonds for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Bonds; PROVIDED that the Company shall not be required to qualify to do 5 business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (f) So long as the Bonds are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of (i) all reports to stockholders of the Company and (ii) all reports and financial statements filed with the Commission or any national securities exchange. (g) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any first mortgage bonds of the Company (except under prior contractual commitments which have been disclosed to the Representatives), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. 5. EXPENSES. Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters, all fees and expenses of the Company's counsel and accountants, all costs and expenses incident to the preparing, printing and filing of the Registration Statement (including all exhibits thereto), the Prospectus (including all documents incorporated by reference therein) and any amendments thereof or supplements thereto, all costs and expenses (including fees and expenses of counsel) incurred in connection with "blue sky" qualifications, the determination of the legality of the Bonds for investment by institutional investors and the rating of the Bonds, and all costs and expenses of the printing and distribution of all documents in connection with this underwriting. Except as provided in this Section 5 and Section 8 hereto, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any advertising expenses in connection with any offer they may make. 6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the Underwriters to purchase the Bonds shall be subject, in the discretion of the Representatives, to the accuracy of the representatives and warranties on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of Company officers made in any certificates given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus Supplement relating to the Bonds shall have been filed with the Commission pursuant to Rule 424(b) and/or Rule 434 within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction. (b) The Representatives shall be furnished with opinions, dated the Closing Date, of John P. Moore, Jr., General Counsel and Secretary of the Company, substantially in the form included as Exhibit A. (c) The Representatives shall have received from Gardner, Carton & Douglas, Chicago, Illinois, counsel for the Underwriters, such opinion or opinions dated the Closing Date with respect to the incorporation of the Company, this Agreement, the validity of the Indenture, the Bonds, the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. 6 (d) The Company shall have furnished to the Underwriters the opinion of Loomis, Ewert, Ederer, Parsley, Davis & Gotting, special Michigan counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is duly authorized as a foreign corporation under the laws of the State of Michigan and has corporate power, right and authority to do business in the State of Michigan in the manner as set forth in the Prospectus to the extent it is authorized to transact such business in the State of Wisconsin, and to own property in the State of Michigan in the manner set forth in the Prospectus; (ii) the Indenture is in proper form, conforming to the laws of the State of Michigan, to give and create the lien which it purports to create as to the property therein described and located in the State of Michigan assuming that the Company holds marketable record title to such property, except that the lien of the Indenture may not be effective as to a bona fide purchaser (including a mortgagee) for value of any after-acquired real property from the Company, unless a supplemental indenture to the Trustee specifically describing such property has been duly recorded prior to such purchase or the effective date of recording of such other lien; and the Indenture is duly and properly recorded or filed in all places in Michigan necessary to effectuate the lien of the Indenture as to said property; (iii) the Company has all necessary power under Michigan statutory provisions and has all necessary franchises to use its operating electric and gas properties in Michigan, except that no determination has been made whether the Company or its Michigan predecessor has secured permits and approvals, if any, required by the Wetlands Protection Act, 1979 PA 302, and except that the Company does not have electric franchises in the cities of Ironwood, Bessemer and Wakefield, County of Gogebic, State of Michigan. However, counsel for the Company, Aberg, Bell, Blake & Metzner, rendered an opinion on April 19, 1968, that municipal franchises were not required for the cities of Ironwood and Bessemer; and (iv) No approval, authorization, consent, certificate or order of any Michigan commission or regulatory authority is required in connection with the issuance and sale of the Bonds by the Company to the Underwriters as provided in this Agreement except as may be required under state securities laws. (e) The Company shall have furnished to the Representatives a certificate of the President or any Vice President of the Company, dated the Closing Date, as to the matters set forth in paragraph (a) and (i) of this Section 6 and to the further effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representatives and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and (ii) there has been no material adverse change in the condition of the Company, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, from that set forth or contemplated by the Registration Statement or Prospectus Supplement. (f) The Representatives shall have received letters from the Company's independent public accountants (dated the date of this Agreement and Closing Date, respectively, and in form and substance satisfactory to the Representatives) advising that (i) they are independent public accountants as required by the Act and published rules and regulations of the Commission thereunder, (ii) in their opinion, the financial statements and financial statement schedules incorporated by reference in the Registration Statement and covered by their opinion filed with the Commission under Section 13 of the Exchange Act comply as to form in all material respects 7 with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder, (iii) they have performed limited procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minutes of meetings of the Board of Directors, committees thereof, and of the Shareholders, of the Company since the date of the most recent audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company responsible for financial accounting matters and such other inquiries and procedures as may be specified in such letter, and on the basis of such limited review and procedures nothing came to their attention that caused them to believe that: (a) any material modifications should be made to any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement or Prospectus for them to be in conformity with generally accepted accounting principles or any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement or Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations of the Commission applicable to Form 10-Q; (b) with respect to the period subsequent to the date of the most recent financial statements included or incorporated by reference in the Prospectus and except as set forth in or contemplated by the Registration Statement or Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the capital stock of the Company, increases in long-term debt or decreases in stockholders' equity or net current assets of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Prospectus, or for the period from the date of the most recent financial statements included or incorporated by reference in the Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues, operating income, or net income, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (iv) they have carried out specified procedures performed for the purpose of comparing certain specified financial information and percentages (which is limited to financial information derived from general accounting records of the Company) included or incorporated by reference in the Registration Statement and Prospectus with indicated amounts in the financial statements or accounting records of the Company and (excluding any questions of legal interpretation) have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company referred to in such letter in the description of the procedures performed by them; and (v) on the basis of a reading of the unaudited pro forma financial information incorporated by reference in the Registration Statement and the Prospectus, carrying out certain specified procedures that would not necessarily reveal matters of significance with respect to the comments set forth in this paragraph (v), inquiries of certain officials of the Company who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the unaudited pro forma financial information, nothing came to their attention that caused them to believe that the unaudited pro forma financial information does not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such information. (g) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 which makes it impractical or inadvisable in the judgment of the Representatives to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated by the Prospectus. (h) Subsequent to the date hereof, no downgrading shall have occurred, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change 8 that does not indicate the direction of the possible change, in the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g) (2) under the Act. (i) (i) The Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus Supplement, and (ii) since the date of this Agreement, the Company shall not have incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, and there shall not have been any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company otherwise than as set forth or contemplated in the Prospectus Supplement, the effect of which, in any such case described in clause (i) or (ii) is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated by the Prospectus. (j) No Representative shall have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in the opinion of counsel for the Underwriters is material or omits to state a fact which in the opinion of counsel for the Underwriters is material and is required to be stated therein or is necessary to make the statements therein not misleading. (k) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as they may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing, or by telephone or facsimile transmission confirmed in writing. 7. CONDITIONS OF COMPANY'S OBLIGATIONS. The obligations of the Company to sell and deliver the Bonds are subject to the following conditions: (a) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, threatened. (b) The orders of the Public Service Commission of Wisconsin and the Michigan Public Service Commission referred to in paragraph (l) of Section 1 shall be in full force and effect. If any of the conditions specified in this Section 7 shall not have been fulfilled, this Agreement and all obligations of the Company hereunder may be cancelled on or at any time prior to the Closing Date by the Company. Notice of such cancellation shall be given to the Underwriters in writing or by telephone or facsimile transmission confirmed in writing. 8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Bonds provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Bonds. 9 9. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Bonds as originally filed or in any amendment thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Bonds as originally filed or in any amendment thereof, or in the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investing or defending any such loss, claim, damage, liability or action; PROVIDED that the Company will not be liability in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein and PROVIDED FURTHER that such indemnity with respect to a prospectus included in the registration statement or any amendment thereto prior to the supplementing thereof with the Prospectus Supplement shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) form whom the person asserting any such loss, claim, damage or liability purchased the Bonds which are the subject thereof if such person was not sent or given a copy of the Prospectus (but without the documents incorporated by reference therein) at or prior to the confirmation of the sale of such Bonds to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such prospectus was corrected in the Prospectus in a timely manner and in sufficient quantities to permit such delivery by the Underwriters. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Underwriters but only with reference to written information furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the documents referred to in the foregoing indemnity, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with the investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; PROVIDED THAT if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party, or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise 10 participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to to assume the defense of such action and approval by the indemnifying party of counsel, the indemnifying party will not be liable to such indemnifying party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel and one local counsel, approved by the Representatives in the case of subparagraph (a), representing the indemnifying parties under paragraphs (a) or (b), as the case may be, who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnifying party to represent the indemnifying party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnifying party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). (d) If the indemnification provided for in the Section 9 is unavailable to or insufficient to hold harmless an indemnified party under paragraph (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under paragraph (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus Supplement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. the Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this paragraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this paragraph (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this paragraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this paragraph (d) to contribute are several in proportion to their respective underwriting obligations and not joint. 11 (e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 10. DEFAULT BY AN UNDERWRITER. (a) If any Underwriter shall default in its obligation to purchase the Bonds which it has agreed to purchase hereunder (in this Section called "Unpurchased Bonds"), the Representatives may in their discretion arrange for themselves or any party or other parties to purchase such Unpurchased Bonds on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Unpurchased Bonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Unpurchased bonds on such terms. If the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Bonds, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Bonds for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Bonds. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Bonds of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in paragraph (a) above, the aggregate principal amount of such Unpurchased Bonds which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Bonds, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Bonds which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Bonds which such Underwriter agreed to purchase hereunder) of the Unpurchased Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made, but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Bond of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in paragraph (a) above, the aggregate principal amount of Unpurchased Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Bonds, as referred to in paragraph (b) above, of if the company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Unpurchased Bonds of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 11. TERMINATION. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for all Bonds, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) if a banking moratorium shall have been declared either by federal, Wisconsin or New York State authorities, (iii) if trading in any securities of the Company shall have been suspended or halted, or (iv) if 12 there shall have occurred any outbreak or exclamation of hostilities involving the United States or the declaration by the United States of a war or national emergency or any other calamity or crisis the effect of which on the financial markets in the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Bonds on the terms and in the manner contemplated in the Prospectus. 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The respective agreements, representatives warranties, indemnities and other statements of the Company of its officers and of the Underwriters set forth in or made pursuant to the Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of their respective officers, directors or controlling persons within the meaning of the Act, and will survive delivery of and payment for the Bonds. The provisions of Sections 5, 8 and 9 hereof shall survive the termination or cancellation of this Agreement. 13. NOTICES. All communications hereunder will be in writing and, if sent to the Representatives, will be mailed, delivered or transmitted and confirmed to them at their address set forth for that purpose in Schedule I hereto or, if sent to the Company, will be mailed, delivered or transmitted and confirmed to it at 100 North Barstow Street, Eau Claire, Wisconsin 54701, attention Secretary. 14. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 9 hereof, and no other person will have any right or obligation hereunder. 15. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin. 16. COUNTERPARTS. This Agreement may be executed in counterparts, all of which, taken together, shall constitute a single agreement among the parties to such counterparts. 17. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters. 18. OTHER. Time shall be of the essence for all purposes of this Agreement. As used herein, "business day" shall mean any day when the Commission's's office in Washington D.C. is open for business. 13 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, NORTHERN STATES POWER COMPANY By ___________________________________ [Title] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [Name of Representative(s)] By ___________________________________ FOR ITSELF OR THEMSELVES AND AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, IF ANY, NAMED IN SCHEDULE II TO THE FOREGOING AGREEMENT. 14 SCHEDULE I Underwriting Agreement dated Registration Statement No. 33- Representatives and Addresses: Bonds: Designation: First Mortgage Bonds, Series due , % Principal Amount:$ Supplemental Indenture dated as of Date of Maturity: Interest Rate: % per annum, payable and of each year, commencing Purchase Price: % of the principal amount thereof, plus accrued interest, if any, from to the date of payment and delivery. Public Offering Price: % of the principal amount thereof, plus accrued interest, if any, from to the date of payment and delivery. Payment to be made in federal (same day) funds. ____ Yes ____ No Closing Date and Location: Office for Delivery of Bonds: Office for Payment of Bonds: Office for Checking of Bonds: 15 SCHEDULE II
PRINCIPAL AMOUNT OF NAME OF UNDERWRITER BONDS -------------- -------------- Total................................................................................. $ -------------- --------------
16 EXHIBIT A FORM OF OPINION OF JOHN P. MOORE, JR. RE: $ ,000,000 PRINCIPAL AMOUNT OF FIRST MORTGAGE BONDS, SERIES DUE , % OF NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION. Gentlemen: For the purpose of rendering this opinion, I have examined the proceedings taken by Northern States Power Company, a Wisconsin corporation, herein called the "Company," with respect to the issue and sale by the Company of $ ,000,000 principal amount of First Mortgage Bonds, Series due , % herein called the "Bonds." In connection therewith, I have participated in the preparation of the proceedings for the issuance and sale of the Bonds, including the Underwriting Agreement dated (the "Underwriting Agreement") between you and the Company relating to your purchase of the Bonds, and have either participated in the preparation of or examined the Trust Indenture dated April 1, 1947, the 12 Supplemental Trust Indentures thereto, the Supplemental and Restated Trust Indenture dated March 1, 1991, and the Supplemental Trust Indenture dated as of , creating the Bonds, all from the Company to Firstar Trust Company (formerly known as First Wisconsin Trust Company), as Trustee (which Trust Indenture and Supplemental Trust Indentures are herein collectively called the "Indenture"). I have also participated in the preparation of or examined the registration statement and the accompanying prospectuses and any supplements thereto, as filed under the Securities Act of 1933, as amended (herein called the "Act"), with respect to the Bonds. The terms "Registration Statement" and "Prospectus" as used herein shall have the meanings ascribed to such terms by the Underwriting Agreement. My examination has extended to all statutes, records, instruments, and documents which I have deemed necessary to examine for the purposes of this opinion. I am of the opinion that: 1. The Company is a legally existing corporation under the laws of the State of Wisconsin; has corporate power, right, and authority to do business and to own property in the State of Wisconsin in the manner and as set forth in the Prospectus; has no "significant subsidiaries" within the meaning of Rule 1.02(v) of Regulation S-X under the Act; and has corporate power, right, and authority to make the Indenture and issue and sell the Bonds; 2. The authorized capital stock of the Company is as set forth in the Prospectus and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Northern States Power Company, a Minnesota corporation; 3. The Underwriting Agreement has been duly authorized, executed, and delivered by the Company and is a valid and binding obligation of the Company, except to the extent that the provisions for indemnities in the Underwriting Agreement may be held to be unenforceable as against public policy. 4. The Indenture has been duly authorized by appropriate corporate proceedings on the part of the Company, has been duly executed and delivered and constitutes a legal, valid, and binding instrument enforceable in accordance with its terms, except as the provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to proceeds, products, rents, issues, or profits realized, and additional property acquired, after the commencement of a case under said Code, and except as enforcement of the provisions of the Indenture may be limited by the laws of the States of Michigan and Wisconsin (where property covered thereby is located) affecting the remedies for the enforcement of the security provided in 1 the Indenture (which states' laws do not in my opinion make such remedies inadequate for realization of the benefits of such security) or except as the same may be limited by bankruptcy or insolvency laws or other similar laws; and the Indenture constitutes a valid mortgage effective to create a lien for the security of the Bonds upon the property now owned by the Company therein specifically described as subject to the lien thereof, except as otherwise provided therein with respect to specific property or classes of property; 5. The Indenture is in proper form, conforming to the laws of the State of Wisconsin, to give and create the lien which it purports to create and has been and now is duly and properly recorded or filed in all places in the State of Wisconsin necessary to effectuate the lien of the Indenture. 6. The Company has good and valid title to all real and fixed property and leasehold rights described or enumerated in the Indenture (except such properties as have been released from the lien thereof in accordance with the terms thereof), subject only to: (A) taxes and assessments not yet delinquent; (B) the lien of the Indenture; (C) as to parts of the Company's property, certain easements, conditions, restrictions, leases, and similar encumbrances which do not affect the Company's use of such property in the usual course of its business, certain minor defects in titles which are not material, defects in titles to certain properties which are not essential to the Company's business, and mechanics' lien claims being contested or not of record or for the satisfaction or discharge of which adequate provision has been made by the Company pursuant to the Indenture. This opinion does not cover titles to easements for water flowage purposes or rights of way for electric and or gas transmission and distribution facilities, but the Company has the power of eminent domain in the states in which it operates and such power may be utilized by the Company to cure defects in title to its real property; 7. The Bonds are secured by and entitled to the benefits of the Indenture equally and ratably, except as to sinking fund provisions, with all other bonds duly issued and outstanding under the Indenture by a valid and direct first mortgage lien of the Indenture on all of the real and fixed properties, leasehold rights, franchises, and permits now owned by the Company, subject only to the exceptions set forth in Paragraph 6 above; 8. The Bonds also are secured equally and ratably, except as to sinking fund provisions, with all other bonds duly issued and outstanding under the Indenture by a valid and direct first mortgage lien (subject to Permitted Encumbrances as defined in the Indenture) on all real and fixed property hereafter acquired by the Company in conformity with the terms of the Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of such Indenture on property acquired after the commencement of a case under such Code, except as to the prior lien of the Trustee under the Indenture in certain events specified therein, and except as otherwise provided in the Indenture in the case of consolidation, merger, or transfer of all the mortgaged and pledged property as an entirety; 9. The issuance of the Bonds in accordance with the terms of the Indenture and the sale and delivery thereof pursuant to the provisions of the Underwriting Agreement has been duly authorized by the Company; the statements made under the captions "Description of New Bonds" and "Supplemental Description of Offered Bonds" in the Prospectus, insofar as they purport to summarize provisions of documents specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; the Bonds are in due legal form, constitute legal, valid, and binding obligations of the Company, and (subject to the qualification expressed in Paragraph 4 above with respect to the validity and enforceability of certain of the provisions of the Indenture) are enforceable in accordance with their terms; 10. The consummation of the transactions contemplated in the Underwriting Agreement and the fulfillment of the terms thereof and compliance by the Company with all the terms and provisions of the Indenture will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company is a party or by which it is bound, or the Restated 2 Articles of Incorporation, as amended, or By-laws of the Company or, to the best of my knowledge, any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other government body having jurisdiction over the Company or its property; 11. The Registration Statement has become effective under the Act. The Prospectus Supplement (as defined in the Underwriting Agreement) has been filed pursuant to Rule 424(b) under the Act and no proceedings for a stop order have been instituted or to my knowledge are pending or threatened under Section 8(d) of the Act; the Public Service Commission of Wisconsin has issued its order authorizing the issuance and sale of the Bonds; the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; and no further approval of, authorization, consent certificate or order of any governmental body, federal, state (other than the approval of the Michigan Public Service Commission) or other, is required in connection with the issuance and sale of the Bonds by the Company to you as provided in the Underwriting Agreement, except as may be required by "blue sky" or state securities laws; 12. At the time the Registration Statement became effective and at the date of the Underwriting Agreement, the Registration Statement (other than the financial statements and supporting schedules included therein, as to which no opinion is rendered) complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder; 13. I do not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. 14. The Company has all necessary power under statutory provisions and permits to use its operating electric and gas properties; and 15. All statements contained in the Registration Statement and Prospectus purporting to set forth my opinion or to be based up on my opinion correctly set forth my opinion on said respective matters. In the course of my participation in the preparation of the Registration Statement and prospectus I made investigations as to the accuracy of certain of the statements of fact contained therein, I discussed other matters with officers, employees and representatives of the Company, and I examined various corporate records and data. While I do not pass up on and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement or the Prospectus (except as to matters set forth in Paragraphs 12 and 15 above), nothing has come to my attention that would lead me to believe that the Registration Statement at the time it became effective or at the date of the Underwriting Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus at the date of the Underwriting Agreement or as of the date hereof contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving my opinion under Paragraph 6 above, I have relied upon examinations of abstracts of titles to properties of the Company, said abstracts bearing various dates, and nothing has come to my attention which would lead me to believe that anything has occurred since the dates of the abstracts 3 which would adversely affect the titles shown on the abstracts. In giving opinions as to titles to property of the Company, I also, in certain instances, relied upon the opinion of other counsel employed or retained by the Company to render opinions in respect thereto. Respectfully submitted, By ___________________________________ John P. Moore, Jr. General Counsel 4 EX-4.01 3 EXHIBIT 4.01 EXHIBIT 4.01O FORM OF SUPPLEMENTAL TRUST INDENTURE FROM NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) TO FIRSTAR TRUST COMPANY (FORMERLY KNOWN AS FIRST WISCONSIN TRUST COMPANY) TRUSTEE -------------- DATED ----------- SUPPLEMENTAL TO TRUST INDENTURE DATED APRIL 1, 1947 AND SUPPLEMENTAL AND RESTATED TRUST INDENTURE DATED MARCH 1, 1991 TABLE OF CONTENTS --------------
PAGE Parties................................................................................................................... 1 Recitals.................................................................................................................. 1 Form of Bond of Series due ................................................................................. 2 Form of Trustee's Certificate............................................................................................. 4 Further Recitals.......................................................................................................... 4 ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE Section 1.01-- Grant of certain property, including personal property to comply with the Uniform Commercial Code, subject to Permitted Encumbrances contained in Indenture............................................ 5 ARTICLE II. FORM AND EXECUTION OF BONDS OF SERIES DUE Section 2.01-- Terms of Bonds...................................................................................... 6 Section 2.02-- Redemption of Bonds................................................................................. 6 Section 2.03-- Interchangeability of Bonds......................................................................... 7 Section 2.04-- Charges for exchange or transfer of Bonds........................................................... 7 Section 2.05-- Book-Entry System................................................................................... 7 ARTICLE III. [Note: Provisions Relating to a Sinking Fund Will Be Omitted If a Sinking Fund is Not Established For a Particular Series of Bonds] SINKING FUND Section 3.01-- (a) Sinking Fund established for bonds of Series due ....................................... 9 (b) Bonds delivered to Trustee equivalent to cash under Section 3.01(a)................................. 9 (c) Permanent additions to the extent available as basis for issuance of bonds, equivalent to cash under Section 3.01(a)..................................................................................... 10 Section 3.02-- (a) Moneys to be applied to purchase or redemption of bonds of Series due ............... 10 (b) Bonds to be selected by lot......................................................................... 10 (c) Effect of deposit of moneys for redemption.......................................................... 10 (d) Exchange of registered bonds for unredeemed balance of registered bonds............................................................................................... 11 Section 3.03-- Bonds purchased or redeemed to be cancelled......................................................... 11
ARTICLE IV. APPOINTMENT OF AUTHENTICATING AGENT Section 4.01-- Appointment of agent or agents for Bonds of Series due .................................................................................................... 11 Section 4.02-- (a) Qualifications of agents............................................................................ 11 (b) Continuation of agent upon merger or consolidation.................................................. 11 (c) Termination of successor agent...................................................................... 11 (d) Compensation of agent............................................................................... 11 Section 4.03-- Form of alternate certificate of authentication..................................................... 12 Section 4.04-- Limit on location and number of agents.............................................................. 12 ARTICLE V. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE Section 5.01-- Names and addresses of debtor and secured party..................................................... 12 Section 5.02-- Property subject to lien............................................................................ 12 Section 5.03-- Maturity dates and principal amounts of obligations secured......................................... 12 Section 5.04-- Financing Statement adopted for all First Mortgage Bonds listed in Section 5.03..................... 12 Section 5.05-- Recording data for the Indenture.................................................................... 13 Section 5.06-- Financing Statement covers additional series of First Mortgage Bonds................................ 13 ARTICLE VI. MISCELLANEOUS Section 6.01-- Recitals of fact, except as stated, are statements of the Company................................... 13 Section 6.02-- Supplemental Trust Indenture to be construed as a part of the Indenture............................. 13 Section 6.03-- (a) Trust Indenture Act to control...................................................................... 13 (b) Severability of conditions contained in Supplemental Trust Indenture and Bonds...................... 13 Section 6.04-- Word "Indenture" as used herein includes in its meaning the 1947 Indenture, as amended and restated by the Restated Indenture, and all indentures supplemental thereto.................................. 13 Section 6.05-- References to either party in Supplemental Trust Indenture include successors or assigns............ 14 Section 6.06-- (a) Provision for execution in counterparts............................................................. 14 (b) Table of Contents and descriptive headings of Articles not to affect meaning........................ 14 Schedule A................................................................................................................ A-1 Mortgagor's Receipt for Copy.............................................................................................. A-2
SUPPLEMENTAL TRUST INDENTURE, made as of the day of , , by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the City of Eau Claire in said State (herein called the "Company"), party of the first part, and Firstar Trust Company (formerly known as First Wisconsin Trust Company), a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the City of Milwaukee in said State, as Trustee (herein called the "Trustee"), party of the second part; WITNESSETH: WHEREAS, the Company heretofore has executed and delivered to the Trustee its Trust Indenture made as of April 1, 1947 (herein referred to as the 1947 Indenture), whereby the Company granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over, and confirmed to the Trustee, and to its respective successors in trust, all property, real, personal, and mixed then owned or thereafter acquired or to be acquired by the Company (except as therein excepted from the lien thereof) and subject to the rights reserved by the Company in and by the provisions of the 1947 Indenture, to be held by said Trustee in trust in accordance with the provisions of the 1947 Indenture for the equal pro rata benefit and security of all and every of the bonds issued and to be issued thereunder in accordance with the provisions thereof; and WHEREAS, the Indenture (as defined below) provides that bonds may be issued thereunder in one or more series, each series to have such distinctive designation as the Board of Directors of the Company may select for such series; and WHEREAS, the Company has heretofore executed and delivered to the Trustee the following Supplemental Trust Indentures which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture and adding to the covenants, conditions, and agreements of the Indenture certain additional covenants, conditions, and agreements to be observed by the Company, created the following series of First Mortgage Bonds:
DATE OF SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES - ---------------------- ------------------------------------------------ March 1, 1949 Series due March 1, 1979 (retired) June 1, 1957 Series due June 1, 1987 (retired) August 1, 1964 Series due August 1, 1994 (redeemed) December 1, 1969 Series due December 1, 1999 (redeemed) September 1, 1973 Series due October 1, 2003 (redeemed) February 1, 1982 Pollution Control Series A (redeemed) March 1, 1982 Series due March 1, 2012 (redeemed) June 1, 1986 Series due July 1, 2016 (redeemed) March 1, 1988 Series due March 1, 2018 (redeemed) April 1, 1991 Series due April 1, 2021 March 1, 1993 Series due March 1, 2023 October 1, 1993 Series due October 1, 2003; and
WHEREAS, the 1947 Indenture and all of the foregoing Supplemental Trust Indentures are referred to herein collectively as the "Original Indenture;" and WHEREAS, the Company heretofore has executed and delivered to the Trustee a Supplemental and Restated Trust Indenture, dated March 1, 1991 (the "Restated Indenture"), which in addition to conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture, amended and restated the Original Indenture; and WHEREAS, the Restated Indenture became effective and operative on October 1, 1993; and 2 WHEREAS, the Original Indenture, the Restated Indenture and all trust indentures supplemental thereto, are referred to herein collectively as the "Indenture" and certain capitalized terms defined in Section 1.03 of the Restated Indenture are used with the same meanings herein; and WHEREAS, the Company is desirous of providing for the creation under the Indenture of a new series of bonds designated "First Mortgage Bonds, Series due ," the bonds of said series to be issued as registered bonds without coupons in denominations of a multiple of $1,000, and the bonds of said series to be substantially in the following form: (Form of Bonds of Series due ) NORTHERN STATES POWER COMPANY (Incorporated under the laws of the State of Wisconsin) First Mortgage Bond Series due No. ______________ $ ______________ [Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation, to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]* NORTHERN STATES POWER COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Wisconsin (hereinafter called the Company), for value received, hereby promises to pay to ____________________________________ or registered assigns, at the office of Firstar Trust Company, at Milwaukee, Wisconsin, the sum of ______________ Dollars in lawful money of the United States of America, on the day of , , and to pay interest hereon from the date hereof at the rate of per cent per annum, in like money, until the principal hereof becomes due and payable; said interest being payable to the person entitled to such interest at the office of Firstar Trust Company, in Milwaukee, Wisconsin, on the day of and on the day of in each year; provided that at the option of the Company payment of interest may be made by wire transfer to the person entitled thereto if such person has provided proper wire transfer instructions or by check mailed to the address of such person as such address shall appear in the bond register maintained by the Trustee; provided further that as long as there is no existing default in the payment of interest and except for the payment of defaulted interest, the interest payable on any or will be paid to the person in whose name this bond was registered at the close of business on the record date (the prior to such or the prior to such unless any such date is not a business day, in which event it will be the next preceding business day). ["EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY, ANOTHER NOMINEE OF THE DEPOSITORY, A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR".]* This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the series and designation indicated on the face hereof, which issue of bonds consists, or may consist, of several series of varying denominations, dates, and tenor, all issued and to be issued under and equally secured (except insofar as a sinking fund, or similar fund, established in accordance with *This legend is to be included if the bonds are issued as a Global bond in book-entry form. 3 the provisions of the Indenture may afford additional security for the bonds of any specific series) by a Trust Indenture dated April 1, 1947 (the "1947 Indenture"), as supplemented by 12 supplemental trust indentures (collectively, the "Supplemental Indentures"), a Supplemental and Restated Trust Indenture dated March 1, 1991 (the "Restated Indenture") and a new supplemental trust indenture dated , (the "New Supplemental Indenture"), all of which instruments are herein collectively called the "Indenture", executed by the Company to Firstar Trust Company (herein called the Trustee), as Trustee. The Restated Indenture amends and restates the 1947 Indenture and certain of the Supplemental Indentures and became effective and operative on October 1, 1993. Certain capitalized terms defined in the Indenture are used with the same meanings herein. Reference is made to the Indenture for a complete description of its terms. Reference is hereby made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the registered holders of the bonds as to such security, and the terms and conditions upon which the bonds may be issued under the Indenture and are secured. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a Completed Default as provided in the Indenture. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the registered holders of the bonds, and the terms and provisions of the Indenture and of any instruments supplemental thereto may be modified or altered by affirmative vote of the registered holders of at least 66 2/3% in principal amount of the bonds then outstanding under the Indenture and any instruments supplemental thereto (excluding bonds disqualified from voting by reason of the interest of the Company or of certain related persons therein as provided in the Indenture); provided that without the consent of all registered holders of all bonds affected no such modification or alteration shall permit the extension of the maturity of the principal of any bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and interest hereon and for all other purposes and shall not be affected by any notice to the contrary. [At the option of the Company, and upon not less than 30 days' notice prior to the date fixed for redemption, in the manner and with the effect provided in the Indenture, any or all of the bonds of this Series due , may be redeemed, other than for the Sinking Fund provided for bonds of this series, by the Company on any date by the payment of principal, the accrued interest to the date of redemption, and the applicable premium on the principal amount specified in the tabulation below under the heading "Regular Redemption Premium," provided that no bond of the Series due , shall be redeemed (other than through said Sinking Fund) prior to , and this bond is entitled to the benefits of and is subject to call for redemption at par for the Sinking Fund on December 1 of each year beginning , upon like notice and in the manner and with the effect provided in the Indenture, by the payment of principal and accrued interest to the date of redemption: If Redeemed During Regular the Twelve Month Period Redemption Beginning Premium - -------------------------------------------------------------------------------- (REDEMPTION PREMIUMS ARE TO BE INSERTED IN EACH BOND IN CONFORMITY WITH SECTION 2.02) [This bond is not redeemable prior to maturity.] This bond is transferable as prescribed in the Indenture by the registered holder hereof in person, or by his duly authorized attorney, at the office of the Trustee in Milwaukee, Wisconsin, or elsewhere if authorized by the Company, upon surrender and cancellation of this bond, and thereupon a new bond 4 or bonds of the same series and of a like aggregate principal amount will be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of taxes or other governmental charges, if any, that may be imposed in relation thereto. Bonds of this series are interchangeable as to denominations in the manner and upon the conditions prescribed in the Indenture. No charge shall be made by the Company for any exchange or transfer of bonds of the Series due , other than for taxes or other governmental charges, if any, that may be imposed in relation thereto. No recourse shall be had for the payment of principal of or interest on this bond, or any part thereof, or of any claim based hereon or in respect hereof or of the Indenture, against any incorporator, or any past, present, or future stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company, or through any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether by virtue of any constitution, statute, or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released, as more fully provided in the Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been signed by or on behalf of Firstar Trust Company, as Trustee under the Indenture, or its successor thereunder. IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this bond to be signed in its name by its President or a Vice President or with the facsimile signature of its President, and its corporate seal, or a facsimile thereof, to be hereto affixed and attested by its Secretary or an Assistant Secretary or with the facsimile signature of its Secretary. Dated: NORTHERN STATES POWER COMPANY Attest: By President Secretary
(Form of Trustee's Certificate) This bond is one of the bonds of the Series designated therein, described in the within-mentioned Indenture. Firstar Trust Company, as Trustee. By ___________________________________ Authorized Officer and WHEREAS, the Company is desirous of assigning, conveying, mortgaging, pledging, transferring, setting over and confirming to the Trustee and to its respective successors in trust, additional property acquired by it subsequent to the date of the preparation of the Supplemental Trust Indenture dated October 1, 1993; and WHEREAS, the Indenture provides in substance that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of creating and setting forth the terms of any new series of bonds and of assigning, conveying, mortgaging, pledging, transferring, setting over, and confirming to the Trustee additional property of the Company, and for any other purpose not inconsistent with the terms of the Indenture; and 5 WHEREAS, the execution and delivery of this Supplemental Trust Indenture have been duly authorized by a resolution adopted by the Executive Committee of the Board of Directors of the Company; and WHEREAS, the Trustee has duly determined to execute this Supplemental Trust Indenture and to be bound, insofar as it may lawfully do so, by the provisions hereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH: Northern States Power Company, in consideration of the premises and of one dollar ($1) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and other good and valuable considerations, does hereby covenant and agree to and with Firstar Trust Company, as Trustee, and its successors in the trust under the Indenture for the benefit of the registered holders of the bonds, or any of them, issued or to be issued, thereunder, as follows: ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE SECTION 1.01. The Company in order to better secure the payment, both of the principal and interest, of all bonds of the Company at any time outstanding under the Indenture according to their tenor and effect and the performance of and compliance with the covenants and conditions in the Indenture contained, has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over, and confirmed and by these presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over, and confirm unto Firstar Trust Company, as Trustee, and to its respective successors in said trust forever, subject to the rights reserved by the Company in and by the provisions of the Indenture, all of the property described and mentioned or enumerated in a schedule hereto annexed and marked Schedule A, reference to said schedule being hereby made with the same force and effect as if the same were incorporated herein at length; together with all and singular the tenements, hereditaments, and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, product, and profits thereof; Also, in order to subject the personal property and chattels of the Company to the Lien of the Indenture in conformity with the provisions of the Uniform Commercial Code, all fossil, nuclear, hydro, and other electric generating plants, including buildings and other structures, turbines, generators, boilers, reactors, nuclear fuel, other boiler plant equipment, condensing equipment, and all other generating equipment; substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating mains and equipment; gas transmission and distribution systems, including structures, storage facilities, mains, compressor stations, purifier stations, pressure holders, governors, services and meters; office, shop, and other general buildings and structures, furniture and equipment, apparatus and equipment of all other kinds and descriptions; all municipal and other franchises, all leaseholds, licenses, permits, privileges and patent rights, parts or parcels of such real property; all as now owned or hereafter acquired by the Company pursuant to the provisions of the Indenture; and All the estate, right, title and interest and claim whatsoever, at law as well as in equity, that the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof; Excluding, however, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture; (2) cash on hand and in banks other than such as may be or is required to be deposited from time to time with the Trustee in accordance with the 6 provisions of the Indenture; (3) contracts, claims, bills and accounts receivable and choses in action other than such as may be or are required to be assigned to the Trustee in accordance with the provisions of the Indenture; (4) motor vehicles; (5) any stock of goods, wares and merchandise, equipment, and supplies acquired for the purpose of sale or lease in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company; and (6) the properties described in Schedule B annexed to the 1947 Indenture; To have and to hold all said property, real, personal and mixed, mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever, subject, however, to Permitted Encumbrances and to the further reservations, covenants, conditions, uses and trusts set forth in the Indenture; in trust nevertheless for the same purposes and upon the same conditions as are set forth in the Indenture. ARTICLE II. FORM AND EXECUTION OF BONDS OF SERIES DUE SECTION 2.01. There is hereby created, for issuance under the Indenture, a series of bonds designated Series due , each of which shall bear the descriptive title "First Mortgage Bond, Series due " and the form thereof shall contain suitable provisions with respect to the matters specified in this Section. The bonds of said series shall be substantially of the tenor and purport hereinbefore recited. The bonds of said series shall mature , and shall be issued as registered bonds without coupons in denominations of a multiple of $1,000. The bonds of said series shall bear interest at the rate of % per annum payable semi-annually on and of each year, and the principal shall be payable at the office of the Trustee at Milwaukee, Wisconsin, in lawful money of the United States of America, and the interest shall be payable in like money to the person entitled to such interest at said office of the Trustee at Milwaukee, Wisconsin, provided that at the option of the Company payment of interest may be made by wire transfer to the person entitled thereto if such person has provided proper wire transfer instructions or by check mailed to the address of such person as such address shall appear in the bond register maintained by the Trustee. Bonds of the Series due , shall be dated their date of authentication. As long as there is no existing default in the payment of interest on the bonds of the Series due , the person in whose name any bond of the Series due , is registered at the close of business on any Regular Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such bond of the Series due , subsequent to the Regular Record Date and on or prior to such interest payment date. Defaulted Interest shall be paid by the Company as provided in Section 2.03 of the Indenture. The term "Regular Record Date" as used herein with respect to any interest payment date ( or ) shall mean the prior to such or prior to such unless such or shall not be a Business Day, in which event "Regular Record Date" shall mean the next preceding Business Day. The term "Business Day" as used herein shall mean any day other than a Saturday or a Sunday or a day on which the office of the Trustee in the City of Milwaukee, Wisconsin, is closed pursuant to authorization of law. SECTION 2.02. [The bonds of the Series due , shall be redeemable, other than for the Sinking Fund for bonds of that series provided for in Article III hereof, at the option of the Company as a whole or in part on any date upon not less than 30 days' previous notice to be given in the manner and with the effect provided in Section 10.02 of the Indenture at the principal amount thereof, with accrued interest thereon to the date of redemption and at the applicable premium on the principal amount specified in the tabulation below under the heading "Regular Redemption Premium," provided that no bond of the Series due , shall be redeemed (other than through said Sinking Fund) prior to and the bonds of the Series due , shall be subject to call for redemption at par for the Sinking Fund on of each year 7 beginning , upon not less than 30 days' previous notice to be given in the manner and with the effect provided in Article III hereof and in Section 10.02 of the Indenture and in Article III hereof) at the principal amount thereof and accrued interest thereon to the date of redemption.
IF REDEEMED IF REDEEMED DURING THE DURING THE TWELVE MONTH REGULAR TWELVE MONTH REGULAR PERIOD REDEMPTION PERIOD REDEMPTION BEGINNING PREMIUM BEGINNING PREMIUM - --------------- --------------- --------------- ---------------
The redemption prices of the bonds of the Series due , need not be specified in any temporary bond of said series if an appropriate reference be made in said temporary bond to the provision of this Section.] [The bonds of the Series due , shall not be redeemable prior to maturity and are not subject to any sinking fund.] SECTION 2.03. The registered owner of any bond or bonds of the Series due , at his option may surrender the same at the office of the Trustee in Milwaukee, Wisconsin, or elsewhere if authorized by the Company, for cancellation, in exchange for other bonds of the said series of the same aggregate principal amount, bearing interest as provided in Section 2.01 hereof thereupon, and upon receipt of any payment required under the provisions of Section 2.04 hereof, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other registered bonds to such registered holder at its office or at any other place specified as aforesaid. SECTION 2.04. No charge shall be made by the Company for any exchange or transfer of bonds of the Series due , other than for taxes or other governmental charges, if any, that may be imposed in relation thereto. SECTION 2.05. (a) Except as provided in subsections (c) and (g) below, the registered holder of all of the bonds of the Series due shall be The Depository Trust Company ("DTC") and the bonds of the Series due shall be registered in the name of Cede & Co., as nominee for DTC. Payment of principal of [premium, if any,] and interest on any bonds of the Series due registered in the name of Cede & Co. shall be made by transfer of New York Federal or equivalent immediately available funds with respect to the bonds of the Series due to the account of Cede & Co. on each such payment date for the bonds of the Series due at the address indicated for Cede & Co. in the Bond Register kept by the Trustee. (b) The bonds of the Series due shall be initially issued in the form of a separate single authenticated fully registered certificate in the principal amount of the bonds of the Series due . Upon initial issuance, the ownership of such bonds of the Series due shall be registered in the Bond Register kept by the Trustee in the name of Cede & Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered holder of the bonds of the Series due registered in its name for the purposes of payment of the principal of and interest on the bonds of the Series due and of giving any notice permitted or required to be given to registered holders under the Indenture, except as provided in Section 2.05(g) below; and neither the Trustee nor the Company shall be affected by any notice to the contrary. Neither the Trustee nor the Company shall have any responsibility or obligation to any of DTC's participants (each a "Participant"), any person claiming a beneficial ownership in the bonds of the Series due under or through DTC or any Participant (each a "Beneficial Owner"), or any other person that is not shown on the Bond Register maintained by the Trustee as being a registered holder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment of DTC or any Participant of any amount in respect of the principal of, [premium, if any,] or interest on the bonds of the Series due ; any notice that is permitted or required to be given to registered holders under the Indenture of bonds of the Series due ; or any consent given or other action taken by DTC as bondholder. The Trustee shall pay all principal of, [premium, if any,] and interest on the bonds of the Series due 8 registered in the name of Cede & Co. only to or "upon the order of" DTC (as that term is used in the Uniform Commercial Code as adopted in New York and Wisconsin), and all such payments shall be valid and effective to fully satisfy and discharge the Company's obligations with respect to the principal of, [premium, if any,] and interest on such bonds of the Series due to the extent of the sum or sums so paid. Except as otherwise provided in Sections 2.05(c) and (g) below, no person other than DTC shall receive authenticated bond certificates evidencing the obligation of the Company to make payments of principal of, [premium, if any,] and interest on the bonds of the Series due . Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of bonds, the word "Cede & Co." in this Supplemental Trust Indenture shall refer to such new nominee of DTC. (c) If the Company in its discretion determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, the Company may notify DTC and the Trustee, whereupon DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall issue, transfer and exchange bond certificates as requested by DTC in appropriate amounts pursuant to Article II of the Indenture and Section 2.03 of this Supplemental Trust Indenture. The Company shall pay all costs in connection with the production of bond certificates if the Company makes such a determination under this Section 2.05(c). DTC may determine to discontinue providing its services with respect to the bonds of the Series due at any time by giving written notice to the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor book-entry depository), the Company and the Trustee shall be obligated (at the sole cost and expense of the Company) to deliver bond certificates as described in this Supplemental Trust Indenture. If bond certificates are issued, the provisions of the Indenture shall apply to, among other things, the transfer and exchange of such certificates and the method of payment and principal of, [premium, if any,] and interest on such certificates. Whenever DTC requests the Company and the Trustee to do so, the Company will direct the Trustee (at the sole cost and expense of the Company) to cooperate with DTC in taking appropriate action after reasonable notice (1) to make available one or more separate certificates evidencing the bonds of the Series due to any Participant or (2) to arrange for another book-entry depository to maintain custody of certificates evidencing the bonds of the Series due registered in the name Cede & Co. Any successor book-entry depository must be a clearing agency registered with the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934 and must enter into an agreement with the Company and the Trustee agreeing to act as the depository and clearing agency for the bonds of the Series due (except as provided in Section 2.05(g) below). After such agreement has become effective, DTC shall present the bonds of the Series due for registration of transfer in accordance with Section 2.11 of the Indenture, and the Trustee shall register them in the name of the successor book-entry depository or its nominee. If a successor book-entry depository has not accepted such position before the effective date of DTC's termination of its services, the book-entry system shall automatically terminate and may not be reinstated without the consent of all registered holders of the bonds of the Series due . (d) Notwithstanding any other provision of this Supplemental Trust Indenture to the contrary, so long as any bonds of the Series due are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, [premium, if any,] and interest on such bonds of the Series due and all notices with respect to such bonds of the Series due shall be made and given, respectively, to DTC as provided in the representation letter dated as of the date of delivery of the bonds of the Series due among DTC, the Company and the Trustee. The Trustee is hereby authorized and directed to comply with all terms of the representation letter. (e) In connection with any notice or other communication to be provided to pursuant to the Indenture for the bonds of the Series due by the Company or the Trustee with respect to any consent or other action to be taken by the registered holders of the bonds of the Series due 9 , the Company or the Trustee, as the case may be, shall seek to establish a record date to the extent permitted by the Indenture for such consent or other action and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to DTC shall be given only when DTC is the sole registered holder. (f) NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, [PREMIUM, IF ANY,] OR INTEREST ON THE BONDS OF THE SERIES DUE ; (3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO REGISTERED HOLDERS; OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS A REGISTERED HOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE BONDS OF THE SERIES DUE AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDS OF THE SERIES DUE OR REGISTERED HOLDERS OF THE BONDS OF THE SERIES DUE SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS OF THE SERIES DUE NOR DTC PARTICIPANTS. (g) The Company, in its sole discretion, may terminate the services of DTC with respect to the bonds of the Series due if the Company determines that: (i) DTC is unable to discharge its responsibilities with respect to the bonds of the Series due ; or (ii) a continuation of the requirement that all of the outstanding bonds of the Series due be registered with the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners of the bonds of the Series due . After such event and if no substitute book-entry depository is appointed by the Company, bond certificates will be delivered as described in the Indenture. (h) Upon the termination of the services of DTC with respect to the bonds of the Series due pursuant to subsections (c) or (g) of this Section 2.05 after which no substitute book-entry depository is appointed, the bonds of the Series due shall be registered in whatever name or names registered holders transferring or exchanging bonds of the Series due shall designate in accordance with the provisions of the Indenture. ARTICLE III. SINKING FUND SECTION 3.01 (a) The Company covenants that it will on the first day of of each year commencing , , and continuing so long as any of the bonds of the Series due , are outstanding, pay or cause to be paid to the Trustee, for and as a fund for the use and benefit of the holders of bonds of the Series due , a sum in lawful money of the United States of America equal to the amount required to redeem on the first day of next following the date of such payment, in accordance with Section 3.02, 1% of the highest aggregate principal amount of bonds of that series at any time outstanding. Such fund shall be the Sinking Fund for bonds of the Series due . [The Company covenants that it will meet its obligations under the immediately preceding sentence for the year solely and entirely through the application of an Amount of Established Permanent Addition in the manner hereinafter set forth in subdivision (c) of this Section 3.01.] (b) The delivery by the Company to the Trustee of bonds of the Series due , shall, for the purposes of satisfying the Sinking Fund for bonds of that series, be deemed equivalent under this Section to the payment of cash equal to the amount required to effect the redemption of the bonds so delivered on the first day of next following such delivery. If any bonds of the Series due 10 , have been redeemed or retired and no bonds have theretofore been issued, cash withdrawn, or credit taken under any of the provisions of the Indenture on account of the redemption or retirement of such bonds, the Company may deduct from any payment for the Sinking Fund for bonds of the Series due , an amount equivalent to the amount required to effect the redemption of a like amount of bonds of that series for the Sinking Fund for bonds of the Series due , on the first day of next following, provided that the Company thereafter shall not issue any bonds, withdraw any cash, or take any credit under any of the provisions of the Indenture on account of the redemption or retirement of such bonds and such bonds shall be cancelled. For the purpose of this subdivision (b), credit shall be deemed to have been taken for any bonds redeemed or retired if used, as a reduction of the amount of cash required to be deposited with the Trustee under any provision of the Indenture or out of funds pledged with the Trustee under any provision of the Indenture, other than funds deposited with the Trustee for the payment of bonds upon maturity or upon redemption at the option of the Company. (c) The delivery by the Company to the Trustee of a written application of the Company signed by its President or a Vice President, to apply an Amount of Established Permanent Additions established as provided in Sections 5.05 and 5.06 of the Indenture (which has not been applied previously to any other purpose specified in the Indenture) to the Sinking Fund provided for in this Article III, for purposes of said Sinking Fund shall be deemed equivalent under this Section to the payment of cash equal to the amount required to effect the redemption on the first day of next following of a principal amount of Bonds of this Series equal to 66 2/3% of the Amount of Established Permanent Additions so applied. SECTION 3.02. (a) As soon as may be, after each payment to the Sinking Fund provided for bonds of the Series due , is so made, the Trustee shall apply the moneys in such Sinking Fund to the purchase of bonds of the Series due , in the open market, at the lowest price or prices obtainable, but not to exceed the price at which the bonds of such series are then redeemable for the Sinking Fund as herein provided. If within 20 days after each payment to the Sinking Fund, the Trustee shall be unable to purchase bonds of the Series due , as aforesaid, sufficient to reduce the amount of money held in the Sinking Fund to less than $10,000, the Trustee shall apply the Sinking Fund for bonds of the Series due , or the balance thereof to the redemption on the first day of next following the receipt of such cash by the Trustee, of bonds of such series at the sinking fund redemption prices provided for in Section 2.02 of this Supplemental Trust Indenture. (b) The particular bonds to be redeemed for the Sinking Fund shall be selected by the Trustee by lot, in such manner as it shall deem proper in its discretion, from the distinctive numbers borne by or assigned to registered bonds of the Series due , as herein provided. For each registered bond of a denomination in excess of $1,000, the Trustee shall assign a distinctive number of each $1,000 of the principal amount thereof. Registered bonds shall be deemed to have been drawn by lot if and to the extent that the numbers borne by or assigned thereto as above provided are selected as aforesaid. The Trustee shall notify the Company in writing of the distinctive numbers of the bonds of the Series due , to be redeemed for the Sinking Fund. The Trustee is authorized and empowered hereby to give or cause to be given on behalf of the Company the notice required by Section 2.02 hereof in order to redeem bonds for Sinking Fund purposes. (c) On and after the commencement of notice of redemption of bonds pursuant to this Section, the Trustee shall (subject to the provisions of Section 21.03 of the Indenture) hold the moneys necessary to redeem the bonds so to be redeemed as a separate trust fund for the account of the respective holders thereof and such moneys shall be paid to them respectively upon presentation and surrender of such bonds; and after the redemption date, such bonds shall cease to be entitled to the lien, benefits, or security of the Indenture, and as respects the Company's liability thereon such bonds and all claims for interest thereon shall be deemed to have been paid; this Section being in all respects subject to the provisions of Section 21.03 of the Indenture, except that, on and after commencement of 11 notice of redemption of bonds pursuant to this Section 3.02, such bonds shall be deemed to have been redeemed from the holder or holders thereof and paid for the purpose of release and satisfaction of the Indenture. (d) If there shall be drawn for redemption a portion of the principal amount less than the entire amount of any registered bond, the Company shall execute and the Trustee shall authenticate and deliver without charge to the holder thereof registered bonds of the Series due , for the unredeemed balance of such registered bond. SECTION 3.03. All bonds delivered to the Trustee in lieu of cash, or purchased by the Trustee, or redeemed by operation of the Sinking Fund in accordance with the provisions of this Article, shall be cancelled by the Trustee. Bonds so cancelled shall not be reissued and no additional bonds shall be authenticated and delivered in substitution therefor or on account of the retirement thereof and no credit shall be taken of cash withdrawn under the provisions of the Indenture on the basis thereof. ARTICLE IV. APPOINTMENT OF AUTHENTICATING AGENT SECTION 4.01. The Trustee shall, if requested in writing so to do by the Company, promptly appoint an agent or agents of the Trustee who shall have authority to authenticate registered bonds of the Series due , in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a vice-president of the Trustee delivered to the Company prior to the effectiveness of such appointment. SECTION 4.02. (a) Any such authenticating agent shall be acceptable to the Company and shall at all times be a corporation which is organized and doing business under the laws of the United States or of any State, is authorized under such laws to act as authenticating agent, has a combined capital and surplus between $5,000,000 and $10,000,000, and is subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 4.02 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) Any corporation into which any authenticating agent may lawfully be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which any authenticating agent shall be a party, or any corporation succeeding to the corporate agency business of any authenticating agent, shall continue to be the authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or the authenticating agent. (c) Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time, and upon written request of the Company to the Trustee shall, terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible in accordance with the provisions of this Section 4.02, the Trustee, unless otherwise requested in writing by the Company, promptly shall appoint a successor authenticating agent, which shall be acceptable to the Company. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties, and responsibilities of its predecessor hereunder, with like effect as if originally named. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section 4.02. (d) The Trustee agrees to pay to any authenticating agent, appointed in accordance with the provisions of this Section 4.02, reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments. 12 SECTION 4.03. If an appointment is made pursuant to this Article IV, the registered bonds of the Series due , shall have endorsed thereon, in addition to the Trustee's Certificate, an alternate Trustee's Certificate in the following form: This bond is one of the bonds of the Series designated therein, described in the within-mentioned Indenture. FIRSTAR TRUST COMPANY, as Trustee, By Authenticating Agent, By Authorized Officer. SECTION 4.04. No provision of this Article IV shall require the Trustee to have at any time more than one such authenticating agent for any one State or to appoint any such authenticating agent in the State in which the Trustee has its principal place of business. ARTICLE V. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE SECTION 5.01. The name and address of the debtor and secured party are set forth below: Debtor: Northern States Power Company 100 North Barstow Street Eau Claire, Wisconsin 54701 Secured Party: Firstar Trust Company, Trustee 777 East Wisconsin Avenue Milwaukee, Wisconsin 53201 NOTE: Northern States Power Company, the debtor above named, is "a transmitting utility" under the Uniform Commercial Code as adopted in Michigan and Wisconsin. SECTION 5.02. Reference to Article I hereof is made for a description of the property of the debtor covered by this Financing Statement with the same force and effect as if incorporated in this Section at length. SECTION 5.03. The maturity dates and respective principal amounts of obligations of the debtor secured and presently to be secured by the Indenture, reference to all of which for the terms and conditions thereof is hereby made with the same force and effect as if incorporated herein at length, are as follows.
OUTSTANDING FIRST MORTGAGE BONDS PRINCIPAL AMOUNT - ------------------------------------------------------------------------ ---------------- Series due April 1, 2021................................................ $ 44,635,000 Series due March 1, 2023................................................ $ 110,000,000 Series due October 1, 2003.............................................. $ 40,000,000
SECTION 5.04. This Financing Statement is hereby adopted for all of the First Mortgage Bonds of the series mentioned above secured by the Indenture. 13 SECTION 5.05. The 1947 Indenture and the prior Supplemental Trust Indentures, and the Restated Indenture, as set forth below, have been filed or recorded in each and every office in the States of Michigan and Wisconsin designated by law for the filing or recording thereof in respect of all property of the Company subject thereto: Original Indenture Dated April 1, 1947 Supplemental Trust Indenture Dated March 1, 1949 Supplemental Trust Indenture Dated June 1, 1957 Supplemental Trust Indenture Dated August 1, 1964 Supplemental Trust Indenture Dated December 1, 1969 Supplemental Trust Indenture Dated September 1, 1973 Supplemental Trust Indenture Dated February 1, 1982 Supplemental Trust Indenture Dated March 1, 1982 Supplemental Trust Indenture Dated June 1, 1986 Supplemental Trust Indenture Dated March 1, 1988 Supplemental and Restated Trust Indenture Dated March 1, 1991 Supplemental Trust Indenture Dated April 1, 1991 Supplemental Trust Indenture Dated March 1, 1993 Supplemental Trust Indenture Dated October 1, 1993 SECTION 5.06. The property covered by this Financing Statement also shall secure additional series of First Mortgage Bonds of the debtor that may be issued from time to time in the future in accordance with the provisions of the Indenture. ARTICLE VI. MISCELLANEOUS SECTION 6.01. The recitals of fact herein, except the recital that the Trustee has duly determined to execute this Supplemental Trust Indenture and be bound, insofar as it may lawfully so do, by the provisions hereof and in the bonds shall be taken as statements of the Company and shall not be construed as made by the Trustee. The Trustee makes no representations as to the value of any of the property subjected to the Lien of the Indenture, or any part thereof, or as to the title of the Company thereto, or as to the security afforded thereby and hereby, or as to the validity of this Supplemental Trust Indenture or of the bonds issued under the Indenture by virtue hereof (except the Trustee's certificate), and the Trustee shall incur no responsibility in respect of such matters. SECTION 6.02. This Supplemental Trust Indenture shall be construed in connection with and as a part of the Indenture. SECTION 6.03. (a) If any provision of this Supplemental Trust Indenture limits, qualifies, or conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939 (as enacted prior to the date of this Supplemental Trust Indenture) by any of the provisions of Sections 310 to 317, inclusive, of the said Act, such required provisions shall control. (b) In case any one or more of the provisions contained in this Supplemental Trust Indenture or in the bonds issued hereunder should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced, or disturbed thereby. SECTION 6.04. Wherever in this Supplemental Trust Indenture the word "Indenture" is used without the prefix "1947", "Original", "Restated" or "Supplemental" such word was used intentionally to include in its meaning the 1947 Indenture, as amended and restated by the Restated Indenture, and all indentures supplemental thereto. 14 SECTION 6.05. Wherever in this Supplemental Trust Indenture either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Trust Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 6.06. (a) This Supplemental Trust Indenture may be simultaneously executed in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. (b) The Table of Contents and the descriptive headings of the several Articles of this Supplemental Trust Indenture were formulated, used and inserted in this Supplemental Trust Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. ------------------------ The amount of obligations to be issued forthwith under the Indenture is $ . ------------------------ 15 IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY, a Wisconsin corporation, party of the first part, has caused its corporate name and seal to be hereunto affixed, and this Supplemental Trust Indenture to be signed by its President or a Vice President, and attested by its Secretary or an Assistant Secretary, for and in its behalf, and FIRSTAR TRUST COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, as Trustee, party of the second part, to evidence its acceptance of the trust hereby created, has caused its corporate name and seal to be hereunto affixed, and this Supplemental Trust Indenture to be signed by its President or a Vice President, and attested by its Secretary or an Assistant Secretary, for and in its behalf, all done this day of A.D. . NORTHERN STATES POWER COMPANY. By , (CORPORATE SEAL) Attest: , Executed by Northern States Power Company in presence of: , , WITNESSES. FIRSTAR TRUST COMPANY, By , (CORPORATE SEAL) Attest: , ASSISTANT SECRETARY Executed by Firstar Trust Company in presence of: , , WITNESSES.
16 STATE OF WISCONSIN ss.: EAU CLAIRE COUNTY
On this the day of , before me, , the undersigned officer, personally appeared and , who acknowledged themselves to be the and , respectively, of Northern States Power Company, a Wisconsin corporation, and that they, as such and , respectively, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as and , respectively. In Witness Whereof, I hereunto set my hand and official seal. NOTARY PUBLIC IN AND FOR EAU CLAIRE COUNTY STATE OF WISCONSIN MY COMMISSION EXPIRES . (NOTARIAL SEAL) STATE OF WISCONSIN ss.: MILWAUKEE COUNTY
On this the day of , before me, , the undersigned officer, personally appeared and , who acknowledged themselves to be the and , respectively, of Firstar Trust Company, a corporation, and that they, as such and , respectively, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as and , respectively. In Witness Whereof, I hereunto set my hand and official seal. NOTARY PUBLIC IN AND FOR MILWAUKEE COUNTY STATE OF WISCONSIN PERMANENT COMMISSION EXPIRES (NOTARIAL SEAL) A-1 SCHEDULE A The property referred to in the granting clause in the foregoing Supplemental Trust Indenture from Northern States Power Company to Firstar Trust Company, as Trustee, dated , includes parts or parcels of real property and other property hereinafter more specifically described. Such description, however, is not intended to limit or impair the scope or intention of the general description contained in the granting clauses or elsewhere herein or in the Indenture. I. PROPERTIES IN THE STATE OF WISCONSIN A-2 MORTGAGOR'S RECEIPT FOR COPY The undersigned, Northern States Power Company, a Wisconsin corporation, the Mortgagor described in the foregoing instrument, hereby acknowledges that it has this day received from Firstar Trust Company, the Mortgage described therein, a full, true, complete, and correct copy of said instrument with signatures, witnesses and acknowledgments thereon shown. Dated this day of , A.D. . NORTHERN STATES POWER COMPANY By , (CORPORATE SEAL) Attest: , -------------- This instrument was drafted by Northern States Power Company, 100 North Barstow Street, Eau Claire, Wisconsin 54701. EX-5.01 4 EXHIBIT 5.01 EXHIBIT 5.01 Page 1 of 2 May 1, 1996 Northern States Power Company 100 North Barstow Street Eau Claire, Wisconsin 54701 Gentlemen: I am participating in the proceedings being had and taken in connection with the issuance and sale by Northern States Power Company, a Wisconsin corporation (herein called the Company), of up to $65,000,000 principal amount of First Mortgage Bonds (herein called the New Bonds). I have examined all statutes, records, instruments, and documents which, in my opinion, it is necessary to examine for the purpose of rendering the following opinion. Based upon the foregoing and upon my general familiarity with the Company and its affairs, as a result of having acted as General Counsel for the Company, I am of the opinion that: 1. The Company was incorporated and is now a legally existing corporation under the laws of the State of Wisconsin; has corporate power, right, and authority to do business and to own property in that state, in the manner and as set forth in the Registration Statement, Form S-3, to which this opinion is an exhibit; and has corporate power, right, and authority to create, issue, and sell the New Bonds. 2. The Trust Indenture dated April 1, 1947 from the Company to Firstar Trust Company (formerly known as First Wisconsin Trust Company), Trustee, as supplemented by Supplemental Trust Indentures thereto dated March 1, 1949, June 1, 1957, August 1, 1964, December 1, 1969, September 1, 1973, February 1, 1982, March 1, 1982, June 1, 1986, March 1, 1988, the Supplemental and Restated Trust Indenture dated March 1, 1991, and the EXHIBIT 5.01 Page 2 of 2 Supplemental Trust Indentures dated April 1, 1991, March 1, 1993 and October 1, 1993 is a legal, valid, and binding instrument. 3. When and if (a) the above-mentioned Registration Statement becomes effective pursuant to the provisions of the Securities Act of 1933, as amended, (b) the Public Service Commission of Wisconsin issues its Order authorizing the issuance and sale of the New Bonds, (c) the Supplemental Trust Indentures from the Company to Firstar Trust Company, Trustee, relating to the New Bonds, are duly authorized, executed, delivered, filed, and recorded as required by law, and (d) the New Bonds are duly authorized, executed, authenticated, and delivered, and the consideration for the New Bonds has been received by the Company, all in the manner contemplated by the said Registration Statement, the New Bonds will be legally issued and binding obligations of the Company in accordance with their terms and entitled to the benefits and security of said Trust Indenture, as supplemented. Respectfully submitted, John P. Moore, Jr. General Counsel EX-12.01 5 EXHIBIT 12.01 EXHIBIT 12.01 NORTHERN STATES POWER COMPANY (a Wisconsin corporation) STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
1991 1992 1993 1994 1995 ------- ------- ------- ------- ------- (THOUSANDS OF DOLLARS) Earnings Income from continuing operations $36,552 $38,200 $38,007 $38,545 $39,217 Add Taxes based on income Federal income taxes (1) 14,585 16,294 13,794 9,366 18,463 State income taxes (1) 3,279 3,475 3,091 2,711 4,676 Deferred income taxes-net (1) 4,318 3,088 7,162 7,678 1,838 Investment tax credit adjustment - net (971) (956) (948) (943) (936) Fixed charges 17,259 18,126 18,748 18,054 19,586 ------- ------- ------- ------- ------- Earnings $75,022 $78,227 $79,854 $75,411 $82,844 ======= ======= ======= ======= ======= Fixed charges Interest charges per statement of income $16,836 $17,691 $16,753 $17,287 18,818 Amortization of debt expense, premium and loss on reacquired debt 423 435 1,995 767 768 ------- ------- ------- ------- ------- Total Fixed Charges $17,259 $18,126 $18,748 $18,054 $19,586 ======= ======= ======= ======= ======= Ratio of earnings to fixed charges 4.35 4.32 4.26 4.18 4.23 ======= ======= ======= ======= =======
(1) Includes income taxes included in Miscellaneous Income Deductions and Non-operating Taxes. EX-12.02 6 EXHIBIT 12.02 EXHIBIT 12.02 WISCONSIN ENERGY COMPANY* UNAUDITED PRO FORMA STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (THOUSANDS OF DOLLARS)
YEAR ENDED DECEMBER 31, ---------------------------------------------------- 1991 1992 1993 1994 1995 -------- -------- -------- -------- -------- Net Income $231,034 $214,150 $230,086 $220,299 $279 885 Income Tax 122,946 113,731 124,225 120,665 165,975 -------- -------- -------- -------- -------- Pretax Income 353,980 327,881 354,311 340,964 445,860 FIXED CHARGES: Interest on Long-Term Debt 96,794 103,100 105,987 103,685 103,113 Amortization of Debt Premium, Discount & Expense 3,325 5,571 15,613 15,136 13,420 Other Interest Expense 7,709 4,605 4,356 8,903 14,740 INTEREST FACTOR OF RENTS Nuclear Fuel 3,174 2,098 1,697 1,896 2,401 Other 935 1,054 1,528 1,070 1,070 -------- -------- -------- -------- -------- Total Fixed Charges 111,937 116,428 129,181 130,690 134,744 Earnings Before Income Taxes & Fixed Charges $465,917 $444,309 $483,492 $471,654 $580,604 -------- -------- -------- -------- -------- Ratio of Earnings to Fixed Charges 4.2 3.8 3.7 3.6 4.3
* In connection with the business combinations, WE will be renamed Wisconsin Energy Company. EX-23.01 7 EXHIBIT 23.01 EXHIBIT 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of (i) our report dated February 5, 1996, appearing on page 62 of Northern States Power Company (Minnesota)'s Annual Report on Form 10-K for the year ended December 31, 1995 and (ii) our report dated February 5, 1996, except as to the Environmental Contingencies section of Note 8, which is as of February 19, 1996, appearing on page 22 of Northern States Power Company (Wisconsin)'s Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Minneapolis, Minnesota May 3, 1996 EX-23.02 8 EXHIBIT 23.02 EXHIBIT 23.02 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Northern States Power Company (Wisconsin) (the Company) on Form S-3 of our report on the financial statements of the Company for the years ended December 31, 1994 and 1993, dated January 27, 1995, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 1995 and of our report on the financial statements of Northern States Power Company, Minnesota and Subsidiaries (the Companies) for the years ended December 31, 1994 and 1993, dated February 8, 1995 (which contains an explanatory paragraph related to the Companies' change in method of accounting for post-retirement health care costs in 1993), appearing in the Annual Report on Form 10-K of the Companies for the year ended December 31, 1995, which is incorporated by reference in the Company's Annual Report on Form 10-K, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Minneapolis, Minnesota May 3, 1996 EX-23.03 9 EXHIBIT 23.03 EXHIBIT 23.03 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of (i) our report dated January 31, 1996 appearing on page 84 of Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1995 and (ii) our report dated January 31, 1996, appearing on page 80 of Wisconsin Electric Power Company's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Milwaukee, Wisconsin May 3, 1996 EX-23.04 10 EXHIBIT 23.04 EXHIBIT 23.04 I do hereby consent to the use of my name in the within Registration Statement and the accompanying Prospectus of Northern States Power Company, a Wisconsin corporation, and to the use of my opinion as Exhibit 5.01 to said Registration Statement. JOHN P. MOORE, JR. Eau Claire, Wisconsin April 26, 1996 EX-24.01 11 EXHIBIT 24.01 EXHIBIT 24.01 POWER OF ATTORNEY WHEREAS, NORTHERN STATES POWER COMPANY, a Wisconsin corporation (the Company), is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, its Registration Statement relating to the sale of up to $65 million principal amount of debt securities; and WHEREAS, each of the undersigned holds the office in the company hereinbelow set opposite his name. NOW, THEREFORE, each of the undersigned hereby constitutes and appoints JOHN A. NOER and NEAL A. SIIKARLA, and each of them individually, his attorney, with full power to act for him and in his name, place and stead, to sign his name in the capacity set forth below to the Registration Statement relating to the sale of up to $65 million principal amount of debt securities and to any and all amendments (including post-effective amendments) to such Registration Statement, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this 21st day of February, 1996. /s/_______________________________ /s/_______________________________ John A. Noer, Principal Executive Ray A. Larson, Jr., Director Officer and Director /s/_______________________________ /s/_______________________________ H. Lyman Bretting, Director Larry G. Schnack, Director /s/_______________________________ /s/_______________________________ Philip M. Gelatt, Director Loren L. Taylor, Director /s/_______________________________ Wayne E. Harrison, Director STATE OF WISCONSIN ) ) ss. COUNTY OF EAU CLAIRE ) On this 21st day of February, 1996, before me, John P. Moore, Jr., a Notary Public in and for said County and State, personally appeared each of the above-named directors of NORTHERN STATES POWER COMPANY, a Wisconsin corporation, and known to me to be the persons whose names are subscribed to the foregoing instrument, and each person acknowledged to me that he executed the same as his own free act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date above set forth. My Commission is permanent. /s/______________________________________ John P. Moore, Jr. Notary Public in and for the County of Eau Claire, State of Wisconsin EX-25.01 12 EXHIBIT 25.01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _________ ----------------- FIRSTAR TRUST COMPANY (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) WISCONSIN 39-0281260 (JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER ORGANIZATION IF NOT A U. S. NATIONAL BANK) IDENTIFICATION NUMBER) 777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) KEVIN C. SCHULLER, VICE PRESIDENT AND ASSISTANT SECRETARY FIRSTAR TRUST COMPANY 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202 TELEPHONE (414) 765-5725 (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE) NORTHERN STATES POWER COMPANY (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) WISCONSIN 39-0508315 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 100 NORTH BARSTOW STREET EAU CLAIRE, WISCONSIN 54702-0008 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) FIRST MORTGAGE BONDS (TITLE OF INDENTURE SECURITIES) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Office of Commissioner of Banking, Madison, Wisconsin Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The corporate trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 3. Voting Securities of the Trustee. Furnish the following information as to each class of voting securities of the trustee: AS OF APRIL 29, 1996 COL. A COL. B TITLE OF CLASS AMOUNT OUTSTANDING Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 4. Trusteeships under Other Indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 5. Interlocking Directorates and Similar Relationships with the Obligor or Underwriters. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor: AS OF APRIL 29, 1996 COL. A COL. B COL. C COL. D NAME OF OWNER TITLE OF CLASS AMOUNT OWNED PERCENTAGE OF BENEFICIALLY VOTING SECURITIES REPRESENTED BY AMOUNT GIVEN IN COL. C Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 7. Voting Securities of the Trustee Owned by Underwriters or their Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: AS OF APRIL 29, 1996 COL. A COL. B COL. C COL. D NAME OF OWNER TITLE OF CLASS AMOUNT OWNED PERCENTAGE OF BENEFICIALLY VOTING SECURITIES REPRESENTED BY AMOUNT GIVEN IN COL. C Per General Instruction B to form T-1, no response is required to this item as the obligor is not presently in default. Item 8. Securities of the Obligor Owned or Held by the Trustee. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: AS OF APRIL 29, 1996 COL. A COL. B COL. C COL. D NAME OF AMOUNT AMOUNT OWNED PERCENT OF ISSUER AND OUTSTANDING BENEFICIALLY OR HELD CLASS REPRESENTED TITLE OF CLASS AS COLLATERAL SECURITY BY AMOUNT GIVEN FOR OBLIGATIONS IN IN COL. C DEFAULT BY TRUSTEE Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 9. Securities of Underwriters Owned or Held by the Trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: AS OF APRIL 29, 1996 COL. A COL. B COL. C COL. D NAME OF AMOUNT AMOUNT OWNED PERCENT OF ISSUER AND OUTSTANDING BENEFICIALLY OR HELD CLASS REPRESENTED TITLE OF CLASS AS COLLATERAL SECURITY BY AMOUNT GIVEN FOR OBLIGATIONS IN IN COL. C DEFAULT BY TRUSTEE Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: AS OF APRIL 29, 1996 COL. A COL. B COL. C COL. D NAME OF AMOUNT AMOUNT OWNED PERCENT OF ISSUER AND OUTSTANDING BENEFICIALLY OR HELD CLASS REPRESENTED TITLE OF CLASS AS COLLATERAL SECURITY BY AMOUNT GIVEN FOR OBLIGATIONS IN IN COL. C DEFAULT BY TRUSTEE Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 11. Ownership or Holdings by the Trustee of any Securities of a Person Owning 50 Percent or More of the Voting Securities of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: AS OF APRIL 29, 1996 COL. A COL. B COL. C COL. D TITLE OF CLASS WHETHER AMOUNT OWNED PERCENT OF THE SECURITIES BENEFICIALLY OR HELD CLASS REPRESENTED ARE VOTING AS COLLATERAL SECURITY BY AMOUNT GIVEN OR NONVOTING FOR OBLIGATIONS IN COL. C SECURITIES IN DEFAULT Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 12. Indebtedness of the Obligor to the Trustee. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: AS OF APRIL 29, 1996 COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 14. Affiliations with the Underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. 1. A copy of the Articles of Association of Firstar Trust Company (f/k/a First Wisconsin Trust Company) as now in effect (filed herewith). 2. Certificate of authority of the Trustee to commence business (contained in Exhibit 1). 3. Authorization of the Trustee to exercise trust powers (contained in Exhibit 1). 4. A copy of the existing By-Laws of Firstar Trust Company (f/k/a First Wisconsin Trust Company) (filed herewith). 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (filed herewith). 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirement of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Firstar Trust Company, a corporation organized and existing under the laws of the State of Wisconsin, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, and State of Wisconsin, on the 29th day of April, 1996. FIRSTAR TRUST COMPANY (Trustee) By: /s/ Gene E. Ploeger ----------------------------------------- GENE E. PLOEGER, ASSISTANT VICE PRESIDENT (Name and title) By: /s/ Yvonne Siira ----------------------------------------- YVONNE SIIRA, ASSISTANT SECRETARY (Name and title) ARTICLES OF ASSOCIATION OF FIRSTAR TRUST COMPANY MILWAUKEE, WISCONSIN KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller and Edward P. Vilas, of the City and County of Milwaukee and State of Wisconsin, have associated and do hereby associate for the purpose of forming a corporation, to wit, a trust company bank under and pursuant to the privileges and restrictions of the statutes of the State of Wisconsin, in that behalf made and provided; and particularly Chapters 221 and 223 of said statutes, and thereto adopt the following: ARTICLE 1 The purpose and business of this corporation shall be those of both a state bank and a trust company bank as defined by Wisconsin law, this corporation being a trust company bank which has been converted into a state bank in accordance with such law. ARTICLE 2 The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and its location shall be at the City and County of Milwaukee and State of Wisconsin. ARTICLE 3 The capital stock of this Corporation shall be One Million Dollars ($1,000,000), divided into ten thousand (10,000) shares of the par value of One Hundred Dollars ($100) each. ARTICLE 4 The Board of Directors shall consist of such number of individuals, not less than fifteen nor more than sixty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin and the majority of whom shall be residents of Milwaukee County or adjacent counties. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. In witness whereof, we have hereunto subscribed our names at Milwaukee, Wisconsin, on this first day of July, A.D. 1903. (Signed) Frederick Pabst L.J. Petit Fred Kasten Oliver C. Fuller Edward P. Vilas State of Wisconsin Milwaukee County On this first day of July, A.D. 1903, personally appeared before me the above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, to me known to be the persons who executed the foregoing instrument and severally acknowledge the same. My commission will expire on the 30th day of December, 1906. (Signed) W.L. Cheney Notary Public Milwaukee County, Wisconsin ) ) ss. ) EXHIBIT 1 STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING BANKS DIVISION POST OFFICE BOX 7876 MADISON, WISCONSIN 53707-7876 (TELEPHONE: 608-266-1621) AMENDMENT TO ARTICLES CERTIFICATION I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the original Articles of Incorporation of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly verified copy is hereto attached, was on the 17th day of August, A.D. 1992, approved and filed in the Office of Commissioner of Banking. This amendment relates to corporate name and was adopted by stockholders of the above bank on July 16, 1992. IN TESTIMONY WHEREOF, I have set my hand and affixed my official seal. Done at my office in the City of Madison this 17th day of August, A.D. 1992. Toby E. Sherry Commissioner of Banking IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED COPY OF THE AMENDMENT We, Robert L. Webster as President, and James D. Hintz as Cashier of First Wisconsin Trust Company do hereby certify that the foregoing is a true copy of an amendment to the Articles of Incorporation of this bank and that at the annual or special meeting of the stockholders of the bank, called for that purpose and held pursuant to the provisions of law, in the office of the bank in the City of Milwaukee, State of Wisconsin, on the 16th day of July, A.D. 1992, the said amendment was duly adopted by the affirmative vote of two-thirds of all capital stock outstanding; that the majority stockholder was present or represented at said meeting; that the entire number of shares outstanding is 10,000; that the number of shares represented at the meeting was 9,952; that upon the adoption of such resolution 9,952 votes were cast in the affirmative; one vote for each share, and that 0 votes were cast in the negative. In Testimony Whereof, First Wisconsin Trust Company has caused these presents to be executed by the President and Cashier thereof and the corporate seal of said bank is hereunto affixed this 28th day of July, A.D. 1992, by its authority. First Wisconsin Trust Company In presence of Sharon L. Gazzana By Robert L. Webster, President Sandra L. Belongia James Hintz, Cashier State of Wisconsin ) ) ss. Milwaukee County ) Personally came before me this 28th day of July, A.D. 1992, Robert L. Webster as President, and James D. Hintz as Cashier of the First Wisconsin Trust Company, who are to me known to be such President and Cashier, respectively, and to be the persons who executed the foregoing instrument, and acknowledged the same as such officers, for the purposes therein mentioned. Diane M. Rampacek Notary Public Milwaukee County, Wisconsin My commission expires 1/3/99 AMENDMENT TO ARTICLES OF INCORPORATION Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S of Corporations, Page 134. At a meeting of the stockholders of First Wisconsin Trust Company of Milwaukee, Wisconsin, held at the office of said bank in said City on the 16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which meeting was called for the purpose of amending the Articles of Incorporation of said bank, and at which meeting 9,952 shares of the capital stock of said bank were duly represented, the following resolutions were adopted: "Resolved That the Articles of Incorporation of the bank be amended by striking out the paragraph relating to the name reading as follows: "The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and its location shall be at the City and County of Milwaukee and State of Wisconsin." And Inserting in lieu thereof the following paragraph: "The title of the Corporation shall be Firstar Trust Company, and its location shall be at the City and County of Milwaukee and State of Wisconsin." "It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the Corporation, to file proper certificates of such amendment with the Commissioner of Banking as provided by law." EXHIBIT I Sec. 221.12, Wis. Stats. STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING 101 E WILSON ST, 5th FLOOR - P.O. BOX 7876 MADISON, WISCONSIN 53707-7876 Telephone (608) 266-1621 Fax (608) 267-6889 -------------------------------------------- AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATION I, Richard L. Dean, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the Articles of Incorporation of the FIRSTAR TRUST COMPANY , MILWAUKEE, WISCONSIN - ------------------------------------ --------------------------------------- (Bank) (Location) of which a duly verified copy is hereto attached, was approved by the Office of Commissioner of Banking on the 5th day of February, 1996. This amendment relates to CHANGE IN BOARD OF DIRECTORS - -------------------------------------------------------------------------------- and was adopted by the stockholders of the above bank on the 29th day of January, 1996. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. Done at my office in the City of Madison this 5th day of February, 1996. ----------------------------------------------- Richard L. Dean Commissioner of Banking NOTE: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED COPY OF THE AMENDMENT. AMENDMENT TO ARTICLES OF INCORPORATION -------------------- Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on July 6, 1903. Recorded in Volume S of Corporations, Page(s) 134-137 as Document Number ________________________. We, Robert L. Webster as President, and James D. Hintz as Cashier of Firstar Trust Company do hereby certify that the following amendment to the Articles of Incorporation of this bank was approved at the annual or special meeting of the stockholders of the bank, called for that purpose and held pursuant to the provisions of law, in the office of the bank in Milwaukee, Wisconsin, on January 29, 1996; and the said amendment was duly adopted by the affirmative vote of two-thirds of the 10,000 shares of outstanding capital stock, with 9,995 votes cast in the affirmative and 0 votes cast in the negative; and the following resolutions were adopted: RESOLVED THAT THE ARTICLES OF INCORPORATION BE AMENDED BY STRIKING OUT THE TEXT OF ARTICLE FOURTH READING: "The Board of Directors shall consist of such number of individuals, not less than fifteen nor more than sixty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin and the majority of whom shall be residents of Milwaukee County or adjacent counties. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified." AND INSERTING IN LIEU THEREOF THE FOLLOWING PARAGRAPH: "The Board of Directors shall consist of such number of individuals, not less than five nor more than thirty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. "IT WAS FURTHER RESOLVED, THAT THE PRESIDENT AND CASHIER OF SAID BANK BE AUTHORIZED, UNDER THE SEAL OF THE CORPORATION, TO FILE THE PROPER CERTIFICATES OF SUCH AMENDMENTS WITH THE COMMISSIONER OF BANKING AS PROVIDED BY LAW." [CORPORATE SEAL] We, Robert L. Webster, President, and James D. Hintz, Cashier of the above-named bank, do solemnly swear that the foregoing is true to the best of our knowledge and belief. STATE OF WISCONSIN ) ss. COUNTY OF MILWAUKEE ) Subscribed and sworn to before me this 30 day of January, 1996. Diane M. Rampacek, Notary Public. My commission expires 1/3/99. EXHIBIT 4 AS AMENDED THROUGH FEBRUARY 5, 1996 RESTATED BY-LAWS OF FIRSTAR TRUST COMPANY ADOPTED JANUARY 15, 1963 ARTICLE 1 The annual meeting of this Corporation for the election of its directors and the transaction of its general business shall be held on the third Thursday of February at the general office of this Corporation in the City of Milwaukee, at 8 o'clock in the morning, or at such other hour and place in the City of Milwaukee as shall be designated by the Board of Directors. If any hour other than 8 o'clock in the morning or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each stockholder at his last known address at least ten (10) days prior to the holding of said meeting. ARTICLE 2 Special meetings of the stockholders of this Corporation shall be held in the City of Milwaukee and may be called at any time by order of the Chairman of the Board, the President, or one of the Vice Presidents, or by the Board of Directors, by mailing to each stockholder at his last known address at least ten (10) days prior to the date of the holding of such special meeting, a notice specifying the time and place of such special meeting and the business to be transacted thereat, and no other business shall be transacted at said meeting. ARTICLE 3 SECTION 1. Every stockholder may vote and participate at any meeting of stockholders, either in person or by proxy. No proxy shall be recognized unless the same shall be in writing, subscribed by the stockholder nor unless filed with the Secretary prior to the meeting. No active or salaried officer may act as a proxy for a stockholder. SECTION 2. The Cashier shall maintain a stock book showing the name, residence, and number of shares held by each stockholder, which shall at all times, during the usual hours for transacting business, be subject to inspection by the officers, directors, and stockholders of the Company. ARTICLE 4 SECTION 1. The Board of Directors shall consist of not less than five nor more than thirty directors, the number of directors to be determined by resolution adopted at each annual stockholders' meeting, or at any special stockholders' meeting duly called for such purpose. On and after January 1, 1978, no person shall be eligible to be elected or re-elected as a member of the Board of Directors if he shall have attained 70 years of age at the date of election. SECTION 2. The election of directors by the stockholders shall be by ballot or other method as shall be adopted by the stockholders by resolution or motion adopted at the stockholders' meeting. ARTICLE 4 (CONTINUED) SECTION 3. A majority of the Board of Directors shall constitute a quorum for the transaction of business; provided that the directors may, once in six (6) months, designate by resolution nine (9) members, any five (5) of whom shall constitute a quorum. SECTION 4. Minutes of each meeting of the Board of Directors shall disclose the date of such meeting, the names of directors present, and the reasons for the absence of each director not in attendance; shall be subscribed by the presiding officer; and shall be read and approved by the Board of Directors at the next succeeding meeting, the minutes of which shall show such fact. SECTION 5. A regular meeting of the Board of Directors shall be held at the office of this Corporation in the City of Milwaukee at least once in each month at such time as shall, from time to time, be designated by resolution of the Board of Directors. SECTION 6. Special meetings of the Board of Directors shall be held at the general office of the Corporation in the City of Milwaukee or at such other place in the City of Milwaukee as shall be designated, and may be called by order of the Chairman of the Board, the President, or by any two of the directors by mailing notice of such meeting and the designated time and place thereof to each of the directors at his last known address two (2) days prior to the holding of such meeting. ARTICLE 5 SECTION 1. An Executive Committee consisting of the Chairman of the Board, the President, and not less than six (6) or more than twelve (12) other directors may be appointed by the Board of Directors to serve until their successors shall be appointed, and such Executive Committee shall direct the management of the affairs of this Corporation in the interim between meetings of the Board of Directors, subject to the control of the Board. The Chairman of the Board, or in his absence (through failure of the Board of Directors to elect a Chairman or otherwise), the President, shall preside at meetings of the Executive Committee. The person from time to time elected Secretary of the Board shall also serve as Secretary of the Executive Committee. SECTION 2. Meetings of the Executive Committee may be held at any time when the Board of Directors is not in session, and may be prescribed by the Board of Directors or may be called by order of the Chairman of the Board, the President, or by any two (2) members of the Executive Committee, by mailing notice of such meeting designating the time and place thereof, addressed to each member of the Committee at his last known address two (2) days prior to the holding of such meeting, or by personal notice thereof given a sufficient length of time before such meeting to enable members to attend. SECTION 3. The Executive Committee shall keep full and true minutes of all business transacted at each meeting and shall submit its report together with a copy of the minutes of its proceedings to the Board of Directors at its next meeting thereafter. SECTION 4. The Board of Directors may appoint an Investment Committee consisting of at least two (2) officers and at least four (4) directors who are not officers, which Committee shall have such duties and authority as the Board of Directors shall from time to time prescribe. Members of such committee shall serve for such periods as the Board shall from time to time prescribe. ARTICLE 5 (CONTINUED) SECTION 5. The Board of Directors shall appoint a Loan Committee consisting of three (3) or more directors, which shall meet at least once each month an shall determine policies as to renewals and applications for new loans. All loans shall be presented to the Loan Committee for approval, provided, however, that the Board of Directors may by resolution designate officers who may make loans without the prior approval of the Loan Committee but subject to the provisions of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and these By-laws. Officers designated by the Board may not make unsecured loans in an amount exceeding $10,000, or collateral loans in an amount exceeding $25,000. No loans may be made in an amount exceeding the limits established from time to time by the Board of Directors without securing a sworn financial statement unless such loan is secured by collateral having a value in excess of the amount of the loan. SECTION 6. Each year the Board of Directors shall appoint, from among its members or stockholders, an Examining Committee, which shall have such duties as shall be prescribed by law. SECTION 7. The Board of Directors shall have the power to set the banking hours of this bank, subject to the provisions of the Wisconsin Statutes and the regulations of the Commissioner of Banks. Certified copies of all resolutions of the Board pertaining to banking hours shall be furnished to the State Banking Department. SECTION 8. A detailed statement of all current expenses and taxes paid shall be presented to the Board in writing every month, or more often if required by the Board. ARTICLE 6 A written waiver signed by any director or member of any committee shall be the equivalent of due notice to him of any meeting therein mentioned. ARTICLE 7 Directors and members of committees appointed by the Board of Directors, except directors or members who are salaried officers or employees of this Corporation, shall be paid such fees for services and attendance at meetings as the Board of Directors shall from time to time prescribe. ARTICLE 8 SECTION 1. The general officers of the Corporation shall be a president, two or more vice presidents, a cashier and one or more assistant cashiers, a secretary and one or more assistant secretaries, one or more trust officers, and such other officers as may be appropriate for the transaction of its business, each of whom shall be elected by a viva voce vote of the Board of Directors, unless objection thereto is made, whereupon such election shall be by ballot. The Chairman of the Board, if there be one, the senior executive officer in charge of conducting the business of this Corporation and the officer in charge of the Trust Department of this Corporation shall be chosen from among the directors. Each of said officers shall be elected for one year and until his successor has been elected and qualified, unless sooner removed by the Board of Directors. ARTICLE 8 (CONTINUED) SECTION 2. The Board of Directors shall have authority to define the duties and obligations of all officers, to fix their compensation, to dismiss them at pleasure, to fill vacancies in offices, and to require any officer to provide a satisfactory bond for the faithful performance of his duties. Unless otherwise prescribed by the Board of Directors, each officer shall have the duties and authority prescribed by law or ordinarily incidental to his office in similar corporations. SECTION 3. The Board of Directors shall designate the officers to be the chief executive officer in charge of the Trust Department of this Corporation. All fiduciary powers of this Corporation shall be exercised through such officer who shall be generally responsible for and supervise and direct the activities of the Trust Department, and do and perform all acts and things necessary and proper in carrying on the business of the Trust Department in accordance with the provisions of applicable laws and regulations and the directions of the Board of Directors, appropriate committees of the Board, and his superior officers, and shall cause to be kept under his supervision books of account of the transactions of this Corporation in a fiduciary capacity. SECTION 4. The executive officers shall have authority to employ and discharge all necessary agents and servants of this Corporation whose appointments shall not be provided for by the Board, to define their duties, and to fix their compensations. ARTICLE 9 The Board of Directors may by resolution provide for this Corporation to indemnify each director or officer, whether or not then in office, against all expense and liability relating to a claim, action, suit, or proceeding against him or to which he may be made a party by reason of his being or having been a director or officer of this Corporation, or of any other company which he served as a director of officer at the request of this Corporation, except in any case where he was finally adjudged to have been derelict in the performance of his duties as such director or officer. Such resolution may include provisions for this Corporation (1) to assume or provide at its expense and risk the defense or settlement of any section, (2) to purchase commercial insurance for the benefit of a director or officer, including one adjudged guilty of negligence or misconduct, and (3) to assume or share any additional expense or liability as the Board of Directors deems warranted upon consideration of the circumstances. ARTICLE 10 The Board of Directors may by resolution adopt emergency provisions to prevail notwithstanding any contrary provisions of these By-laws, to take effect when a state of emergency results in this Corporation being unable to continue its normal functions under the direction of established management or at its regular location (which provisions may include, but shall not be limited to procedures for establishing temporary offices, an emergency executive committee, and emergency officer succession). ARTICLE 11 The shares of stock of this Corporation shall be transferable only on the books of this Corporation upon surrender of the certificate issued therefor. ARTICLE 12 These By-laws may be altered, amended, or repealed in whole or in part in any manner not inconsistent with the provisions of law at any time by a vote of the stockholders representing two-thirds of the capital stock, such a vote to be taken at a general or special meeting, the notice whereof shall specify that it is the intention to consider such amendment and shall contain a full statement of the effect of the amendment proposed. EXHIBIT 6 CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE TRUST INDENTURE ACT OF 1939 Firstar Trust Company, as Trustee herein named, hereby consents that reports of examination of said Trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIRSTAR TRUST COMPANY, as Trustee By: /s/ Gene E. Ploeger --------------------------------------------- GENE E. PLOEGER, ASSISTANT VICE PRESIDENT (Name and title) By /s/ Yvonne Siira --------------------------------------------- YVONNE SIIRA, ASSISTANT SECRETARY (Name and title) Dated: APRIL 29, 1996 EXHIBIT 7 PUBLICATION COPY--COMMERCIAL AND SAVINGS BANKS CONSOLIDATED REPORT OF CONDITION (Including Domestic and Foreign Subsidiaries) STATE 035 (3/93) - -------------------------------------------------------------------------------- LEGAL TITLE OF BANK STATE BANK NO. 12-99 ------------------------------ Firstar Trust Company FEDERAL RESERVE DISTRICT NO. 7 - -------------------------------------------------------------------------------- CITY COUNTY STATE ZIP CODE CLOSE OF BUSINESS DATE Milwaukee Milwaukee Wisconsin 53202 12/31/95 - --------------------------------------------------------------------------------
Dollar Amounts in Thousands Mil Thou ASSETS 1. Cash and balances due from depository institutions: a. Noninterest-bearing balances and currency and coin . . . . . 58 893 1.a. b. Interest-bearing balances. . . . . . . . . . . . . . . . . . 0 1.b. 2. Securities a. Held-to-maturity securities. . . . . . . . . . . . . . . . . 0 2.a. b. Available-for-sale securities. . . . . . . . . . . . . . . . 31 640 2.b. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold . . . . . . . . . . . . . . . . . . . . . 136 802 3.a. b. Securities purchased under agreements to resell. . . . . . . 0 3.b. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income . . . . . . . . . . 13 192 4.a. b. LESS: Allowance for loan and lease losses 73 4.b. c. LESS: Allocated transfer risk reserve 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (Item 4.a. minus 4.b. and 4.c.). . . . . . . . . . . . . . . 13 119 4.d. 5. Assets held in trading accounts . . . . . . . . . . . . . . . . . 0 5. 6. Premises and fixed assets (including capitalized leases). . . . . 1 150 6. 7. Other real estate owned . . . . . . . . . . . . . . . . . . . . . 0 7. 8. Investments in unconsolidated subsidiaries and associated companies 0 8. 9. Customers' liability to this bank on acceptances outstanding. . . 0 9. 10. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 0 10. 11. Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 11 067 11. 12. a. Total assets (sum of items 1 through 11) . . . . . . . . . . 252 671 12.a. b. Loans deferred pursuant to 12 U.S.C. Section 1823(J) . . . . 0 12.b. c. Total assets and losses deferred pursuant to 12 U.S.C. Section 1823(J) (sum of items 12.a. and 12.b.) . . . . . . . 252 671 12.c. LIABILITIES 13. Deposits: a. In domestic offices. . . . . . . . . . . . . . . . . . . . . 226 252 13.a. (1) Noninterest-bearing 141,374 . . . . . . . . . . . . . . 226 031 13.a.(1) (2) Interest-bearing . . . . . . . . . . . . . . . . . . . . 221 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . . . . . . . . . . . . 0 13.b. (1) Noninterest-bearing . . . . . . . . . . . . . . . . . . 0 13.b.(1) (2) Interest-bearing. . . . . . . . . . . . . . . . . . . . 0 13.b.(2) 14. a. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries . . . . . . . . . 580 14.a. b. Securities sold under agreements to repurchase . . . . . . . 0 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . 0 15.a. b. Trading liabilities. . . . . . . . . . . . . . . . . . . . . 0 15.b. 16. Other borrowed money a. With original maturity of one year or less . . . . . . . . . 0 16.a. b. With original maturity of more than one year . . . . . . . . 0 16.b. 17. Mortgage indebtedness and obligations under capitalized leases. . 0 17. 18. Bank's liability on acceptances executed and outstanding. . . . . 0 18. 19. Subordinated notes and debentures . . . . . . . . . . . . . . . . 0 19. 20. Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . 7 788 20. 21. Total liabilities (sum of items 13 through 20). . . . . . . . . . 234 620 21. 22. Limited-life preferred stock and related surplus. . . . . . . . . 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus (Number of shares outstanding)...................None). . . . . . 0 23. 24. Common stock (Number of shares a. Authorized..................................10,000 . . . . . b. Outstanding ................................10,000). . . . . 1 000 24. 25. Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 141 25. 26. a. Undivided profits and capital reserves . . . . . . . . . . . 4 409 26.a. b. Unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . 501 26.b. 27. Cumulative foreign currency translation adjustments . . . . . . . 0 28. a. Total equity capital (sum of items 23 through 27). . . . . . 18 051 28.a. b. Losses deferred pursuant to 12 U.S.C. Section 1823(J). . . . 0 28.b. c. Total equity capital and losses deferred pursuant to 12 U.S.C. Section 1823 (J) (sum of items 28.a. and 28.b.). . 18 051 28.c. 29. Total liabilities, limited-life preferred stock, equity capital, and losses deferred pursuant to 12 U.S.C. Section 1823(J) (sum of items 21, 22, and 28.c.). . . . . . . . . 252 671 29. - ---------------------------------------------------------------------------------------------------- MEMO MEMORANDA: Amounts outstanding as of Report of Condition date: 1.a. Standby letter of credit. Total . . . . . . . . . . . . . . None 1.a. 1.b. Amount of Standby letters of credit in memo 1.a. conveyed to others through participations. . . . . . . . . . . . . . . . None 1.b. - ----------------------------------------------------------------------------------------------------
NOTE: This report must be signed by an authorized officer(s) and attested by not less than three directors other than the officer(s) signing the report. - -------------------------------------------------------------------------------- I/We, the undersigned officer(s), do hereby declare that this Report of Condition has been prepared in conformance with official instructions and is true and correct to the best of my (our) knowledge and belief. - -------------------------------------------------------------------------------- SIGNATURE OF OFFICER(S) AUTHORIZED TO SIGN REPORT DATE SIGNED James D. Hintz Jan 26, 1994 - -------------------------------------------------------------------------------- NAME(S) AND TITLES(S) OF OFFICER(S) AREA CODE/PHONE NO. AUTHORIZED TO SIGN REPORT 414 765-5295 James D. Hintz, First Vice President and Cashier - -------------------------------------------------------------------------------- We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with official instructions and is true and correct. - -------------------------------------------------------------------------------- SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR Blaine E. Rieke Robert L. Webster --------------------------- - -------------------------------------------------------------------------------- (MAKE MARK FOR State of Wisconsin County of Milwaukee NOTARY'S SEAL) Sworn to and subscribed before me this 27th day of January 1994 and I hereby certify that I am not an officer or director of this bank. Diane M. Rampacek Signature Notary Public My commission expires 1-3 1999 -----END PRIVACY-ENHANCED MESSAGE-----