-----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, G9Bex0XvAymAbjxmdMB0+7yyYTYdHPfpP2Mc+dX0wrLXV8PpZtVFXnBCbUzW7wxh n8lvzG8GIGqNYtwFM8Etng== /in/edgar/work/20000623/0000107815-00-000011/0000107815-00-000011.txt : 20000920 0000107815-00-000011.hdr.sgml : 20000920 ACCESSION NUMBER: 0000107815-00-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN ENERGY CORP CENTRAL INDEX KEY: 0000783325 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 391391525 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-09057 FILM NUMBER: 659977 BUSINESS ADDRESS: STREET 1: 231 W MICHIGAN ST STREET 2: P O BOX 2949 CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 4142212345 MAIL ADDRESS: STREET 1: 231 WEST MICHIGAN STREET STREET 2: P O BOX 2949 CITY: MILWAUKEE STATE: WI ZIP: 53201 10-K/A 1 0001.txt AMENDMENT NO. 2 TO 1999 WEC FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A AMENDMENT NO. 2 TO X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) - ----- OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 OR TRANSITION REPORT PRUSUANT TO SECTION 13 OR 15(d) - ----- OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------- --------- Commission file number 1-9057 WISCONSIN ENERGY CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-1391525 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 231 West Michigan Street, P.O. Box 2949, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip Code) (414) 221-2345 (Registrant's telephone number, including area code) WISCONSIN ENERGY CORPORATION ---------------------------- AMENDMENT NO. 2 TO 1999 ANNUAL REPORT ON FORM 10-K The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the year ended December 31, 1999 on Form 10-K as set forth in the pages attached hereto: PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K Item 14(a)3 and the Exhibit Index to Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1999 are hereby amended to reflect the filing of Exhibit No. 99.1 herewith; the remainder of Item 14 (including the Exhibits incorporated by reference in Item 14(a)3) and the Exhibit Index are unchanged. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. WISCONSIN ENERGY CORPORATION ---------------------------- (Registrant) Date: June 23, 2000 By /s/Stephen Dickson --------------------------- Stephen Dickson, Controller PART IV ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT ACCOUNTANTS INCLUDED IN PART II OF THIS REPORT Wisconsin Energy Corporation: Consolidated Income Statement for the three years ended December 31, 1999. Consolidated Statement of Cash Flows for the three years ended December 31, 1999. Consolidated Balance Sheet at December 31, 1999 and 1998. Consolidated Capitalization Statement at December 31, 1999 and 1998. Consolidated Common Stock Equity Statement for the three years ended December 31, 1999. Notes to Financial Statements. Report of Independent Accountants. Wisconsin Electric Power Company: Income Statement for the three years ended December 31, 1999. Statement of Cash Flows for the three years ended December 31, 1999. Balance Sheet at December 31, 1999 and 1998. Common Stock Equity Statement for the three years ended December 31, 1999. Notes to Financial Statements. Report of Independent Accountants. 2. FINANCIAL STATEMENT SCHEDULES INCLUDED IN PART IV OF THIS REPORT Wisconsin Energy Corporation: Schedule I Condensed Parent Company Financial Statements for the three years ended December 31, 1999. Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto. Wisconsin Electric Power Company: Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto. 3. EXHIBITS AND EXHIBIT INDEX See the Exhibit Index included as the last part of this report, which is incorporated herein by reference. Each management contract and compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the Exhibit Index by two asterisks (**) following the description of the exhibit. (b) REPORTS ON FORM 8-K Current Reports on Form 8-K dated as of October 6, 1999 were filed by Wisconsin Energy and Wisconsin Electric to report that the Wisconsin trial court had denied Wisconsin Electric's post trial motions and directed that judgement on the verdict be entered against Wisconsin Electric in a lawsuit involving contaminated wastes on two properties in the City of West Allis, Wisconsin (the "West Allis lawsuit"). Current Reports on Form 8-K dated as of November 30, 1999 were filed by Wisconsin Energy and Wisconsin Electric to report further developments in the West Allis lawsuit. Current Reports on Form 8-K dated as of December 22, 1999 were filed by Wisconsin Energy and Wisconsin Electric to report additional developments in the West Allis lawsuit and that, in order to cease any further accrual of interest at the rate of 12% per annum on the judgment, Wisconsin Electric had tendered to the Milwaukee County Clerk of Circuit Court the judgement amount including interest to the date of tender aggregating $110.2 million. WISCONSIN ENERGY CORPORATION WISCONSIN ELECTRIC POWER COMPANY EXHIBIT INDEX to Annual Report on Form 10-K For the year ended December 31, 1999 The following exhibits are filed with or incorporated by reference in the report with respect to Wisconsin Energy and/or Wisconsin Electric as denoted by an "X" in the last two columns. (An asterisk (*) indicates incorporation by reference pursuant to Exchange Act Rule 12b-32.) Number Exhibit WEC WE 2 Plan of acquisition, reorganization, arrangement, liquidation, or succession 2.1* Agreement and Plan of Merger, X dated as of June 27, 1999, as amended as of September 9, 1999, by and among Wisconsin Energy Corporation, WICOR, Inc. and CEW Acquisition, Inc. (Incorporated by reference to Appendix A to the joint proxy statement/prospectus dated September 10, 1999, included in Wisconsin Energy's Registration on Form S-4 filed on September 9, 1999 (File No. 333-86827) (the "Form S- 4").) 2.2* Amendment to Agreement and X Plan of Merger dated as of September 9, 1999. (Incorporated by reference to Exhibit 2.2 to the Form S-4. 3 Articles of Incorporation and By-laws 3.1 * Restated Articles of X Incorporation of Wisconsin Energy Corporation, as amended and restated effective June 12, 1995. (Exhibit (3)-1 to Wisconsin Energy's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, File No. 1-9057.) 3.2 Bylaws of Wisconsin Energy , X as amended to January 25, 2000. 3.3 * Restated Articles of X Incorporation of Wisconsin Electric Power Company, as amended and restated effective January 10, 1995. (Exhibit (3)-1 to Wisconsin Electric's Annual Report of Form 10-K for the year ended December 31, 1994, File No. 1- 1245.) 3.4 Bylaws of Wisconsin Electric, X as amended to January 25, 2000. 4 Instruments defining the rights of security holders, including indentures 4.1 * Reference is made to Article X X III of the Restated Articles of Incorporation. (Exhibits 3.1 and 3.3 herein.) Mortgage, Indenture, Supplemental Indenture or Securities Resolution: 4.2 * Mortgage and Deed of Trust of X X Wisconsin Electric, dated October 28, 1938 (Exhibit B-1 under File No. 2-4340.) 4.3 * Second Supplemental Indenture X X of Wisconsin Electric, dated June 1, 1946 (Exhibit 7-C under File No. 2-6422.) 4.4 * Third Supplemental Indenture X X of Wisconsin Electric, dated March 1, 1949 (Exhibit 7-C under File No. 2-8456.) 4.5 * Fourth Supplemental Indenture X X of Wisconsin Electric, dated June 1, 1950 (Exhibit 7-D under File No. 2-8456.) 4.6 * Fifth Supplemental Indenture X X of Wisconsin Electric, dated May 1, 1952 (Exhibit 4-G under File No. 2-9588.) 4.7 * Sixth Supplemental Indenture X X of Wisconsin Electric, dated May 1, 1954 (Exhibit 4-H under File No. 2-10846.) 4.8 * Seventh Supplemental Indenture X X of Wisconsin Electric, dated April 15, 1956 (Exhibit 4-I under File No. 2-12400.) 4.9 * Eighth Supplemental Indenture X X of Wisconsin Electric, dated April 1, 1958 (Exhibit 2-I under File No. 2-13937.) 4.10 * Ninth Supplemental Indenture X X of Wisconsin Electric, dated November 15, 1960 (Exhibit 2-J under File No. 2-17087 4.11 * Tenth Supplemental Indenture X X of Wisconsin Electric, dated November 1, 1966 (Exhibit 2-K under File No. 2-25593.) 4.12 * Eleventh Supplemental X X Indenture of Wisconsin Electric, dated November 15, 1967 (Exhibit 2-L under File No. 2-27504.) 4.13 * Twelfth Supplemental Indenture X X of Wisconsin Electric, dated May 15, 1968 (Exhibit 2-M under File No. 2-28799.) 4.14 * Thirteenth Supplemental X X Indenture of Wisconsin Electric, dated May 15, 1969 (Exhibit 2-N under File No. 2- 32629.) 4.15 * Fourteenth Supplemental X X Indenture of Wisconsin Electric, dated November 1, 1969 (Exhibit 2-O under File No. 2-34942.) 4.16 * Fifteenth Supplemental X X Indenture of Wisconsin Electric, dated July 15, 1976 (Exhibit 2-P under File No. 2- 54211.) 4.17 * Sixteenth Supplemental X X Indenture of Wisconsin Electric, dated January 1, 1978 (Exhibit 2-Q under File No. 2-61220.) 4.18 * Seventeenth Supplemental X X Indenture of Wisconsin Electric, dated May 1, 1978 (Exhibit 2-R under File No. 2- 61220.) 4.19 * Eighteenth Supplemental X X Indenture of Wisconsin Electric, dated May 15, 1978 (Exhibit 2-S under File No. 2- 61220.) 4.20 * Nineteenth Supplemental X X Indenture of Wisconsin Electric, dated August 1, 1979 (Exhibit (a)2(a) under File No. 1-1245, 9/30/79 Wisconsin Electric Form 10-Q.) 4.21 * Twentieth Supplemental X X Indenture of Wisconsin Electric, dated November 15, 1979 (Exhibit (a)2(a) under File No. 1-1245, 12/31/79 Wisconsin Electric Form 10-K.) 4.22 * Twenty-First Supplemental X X Indenture of Wisconsin Electric, dated April 15, 1980 (Exhibit (4)-21 under File No. 2-69488.) 4.23 * Twenty-Second Supplemental X X Indenture of Wisconsin Electric, dated December 1, 1980 (Exhibit (4)-1 under File No. 1-1245, 12/31/80 Wisconsin Electric Form 10-K.) 4.24 * Twenty-Third Supplemental X X Indenture of Wisconsin Electric, dated September 15, 1985 (Exhibit (4)-1 under File No. 1-1245, 9/30/85 Wisconsin Electric Form 10-Q.) 4.25 * Twenty-Fourth Supplemental X X Indenture of Wisconsin Electric, dated September 15, 1985 (Exhibit (4)-1 under File No. 1-1245, 9/30/85 Wisconsin Electric Form 10-Q.) 4.26 * Twenty-Fifth Supplemental X X Indenture of Wisconsin Electric, dated December 15, 1986 (Exhibit (4)-25 under File No. 1-1245, 12/31/86 Wisconsin Electric Form 10-K.) 4.27 * Twenty-Sixth Supplemental X X Indenture of Wisconsin Electric, dated January 1, 1988 (Exhibit 4 under File No. 1-1245, 1/26/88 Wisconsin Electric Form 8-K.) 4.28 * Twenty-Seventh Supplemental X X Indenture of Wisconsin Electric, dated April 15, 1988 (Exhibit 4 under File No. 1- 1245, 3/31/88 Wisconsin Electric Form 10-Q.) 4.29 * Twenty-Eighth Supplemental X X Indenture of Wisconsin Electric, dated September 1, 1989 (Exhibit 4 under File No. 1-1245, 9/30/89 Wisconsin Electric Form 10-Q.) 4.30 * Twenty-Ninth Supplemental X X Indenture of Wisconsin Electric, dated October 1, 1991 (Exhibit 4-1 under File No. 1-1245, 12/31/91 Wisconsin Electric Form 10-K.) 4.31 * Thirtieth Supplemental X X Indenture of Wisconsin Electric, dated December 1, 1991 (Exhibit 4-2 under File No. 1-1245, 12/31/91 Wisconsin Electric Form 10-K.) 4.32 * Thirty-First Supplemental X X Indenture of Wisconsin Electric, dated August 1, 1992 (Exhibit 4-1 under File No. 1- 1245, 6/30/92 Wisconsin Electric Form 10-Q.) 4.33 * Thirty-Second Supplemental X X Indenture of Wisconsin Electric, dated August 1, 1992 (Exhibit 4-2 under File No. 1- 1245, 6/30/92 Wisconsin Electric Form 10-Q.) 4.34 * Thirty-Third Supplemental X X Indenture of Wisconsin Electric, dated October 1, 1992 (Exhibit 4-1 under File No. 1-1245, 9/30/92 Wisconsin Electric Form 10-Q.) 4.35 * Thirty-Fourth Supplemental X X Indenture of Wisconsin Electric, dated November 1, 1992 (Exhibit 4-2 under File No. 1-1245, 9/30/92 Wisconsin Electric Form 10-Q.) 4.36 * Thirty-Fifth Supplemental X X Indenture of Wisconsin Electric, dated December 15, 1992 (Exhibit 4-1 under File No. 1-1245, 12/31/92 Wisconsin Electric Form 10-K.) 4.37 * Thirty-Sixth Supplemental X X Indenture of Wisconsin Electric, dated January 15, 1993 (Exhibit 4-2 under File No. 1-1245, 12/31/92 Wisconsin Electric Form 10-K.) 4.38 * Thirty-Seventh Supplemental X X Indenture of Wisconsin Electric, dated March 15, 1993 (Exhibit 4-3 under File No. 1- 1245, 12/31/92 Wisconsin Electric Form 10-K.) 4.39 * Thirty-Eighth Supplemental X X Indenture of Wisconsin Electric, dated August 1, 1993 (Exhibit (4)-1 under File No. 1-1245, 6/30/93 Wisconsin Electric Form 10-Q.) 4.40 * Thirty-Ninth Supplemental X X Indenture of Wisconsin Electric, dated September 15, 1993 (Exhibit (4)-1 under File No. 1-1245, 9/30/93 Wisconsin Electric Form 10-Q.) 4.41 * Fortieth Supplemental X X Indenture of Wisconsin Electric, dated January 1, 1996 (Exhibit (4)-1 under File No. 1-1245, 1/1/96 Wisconsin Electric Form 8-K.) 4.42 * Indenture for Debt Securities X X of Wisconsin Electric (the "Wisconsin Electric Indenture"), dated December 1, 1995 (Exhibit (4)-1 under File No. 1-1245, 12/31/95 Wisconsin Electric Form 10-K.) 4.43 * Securities Resolution No. 1 of X X Wisconsin Electric under the Wisconsin Electric Indenture, dated December 5, 1995 (Exhibit (4)-2 under File No. 1-1245, 12/31/95 Wisconsin Electric Form 10-K.) 4.44 * Securities Resolution No. 2 of X X Wisconsin Electric under the Wisconsin Electric Indenture, dated November 12, 1996 (Exhibit 4.44 under File No. 1- 9057, 12/31/96 Wisconsin Energy Corporation Form 10-K.) 4.45 * Securities Resolution No. 3 of X X Wisconsin Electric under the Wisconsin Electric Indenture, dated May 27, 1998 (Exhibit (4)-1 under File No. 1-1245, 6/30/98 Wisconsin Electric Form 10-Q.) 4.46 Securities Resolution No. 4 of X X Wisconsin Electric under the Wisconsin Electric Indenture, dated November 30, 1999 4.47 * Indenture for Debt Securities X of Wisconsin Energy, (the "Wisconsin Energy Indenture"), dated as of March 15, 1999 (Exhibit (4.46) under File No. 1-9057, 3/25/99 Wisconsin Energy Form 8-K.) 4.48 * Securities Resolution No. 1 of X Wisconsin Energy under the Wisconsin Energy Indenture, dated as of March 16, 1999 (Exhibit (4.47) under File No. 1-9057, 3/25/1999 Wisconsin Energy Form 8-K.) 4.49 * Amended and Restated Trust X Agreement among Wisconsin Energy, as Depositor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware Inc, as Trustee, and the Administrative Trustees for WEC Capital Trust I, dated as of March 25, 1999 (Exhibit (4.48) under File No. 1-9057, 3/25/1999 Wisconsin Energy Form 8-K.) 4.50 * Guarantee Agreement between X Wisconsin Energy, as Guarantor, and The First National Bank of Chicago, as Trustee, dated as of March 25, 1999 (Exhibit (4.49) under File No. 1-9057, 3/25/1999 Wisconsin Energy Form 8-K.) Certain agreements and instruments with respect to long-term debt not exceeding 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis have been omitted as permitted by related instructions. The Registrant agrees pursuant to Item 601(b)(4) of Regulation S-K to furnish to the Securities and Exchange Commission, upon request, a copy of all such agreements and instruments. 10 Material Contracts 10.1(a)* Employment arrangement with X X Michael B. Sellman as Chief Nuclear Officer of Wisconsin Electric, effective March 2, 1998. (Exhibit 10.1 to Wisconsin Energy's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-9057.) ** See Note. 10.1(b) Letter agreement amending X X employment agreement as of August 3, 1999. ** See Note. 10.2 * Supplemental Executive X Retirement Plan of Wisconsin Energy Corporation (as amended and restated as of June 2, 1999). (Exhibit (10)-1 to Wisconsin Energy Corporation's 6/30/1999 10-Q.)** See Note. 10.3 * Amended Non-Qualified Trust X X Agreement by and between Wisconsin Energy Corporation and Firstar Trust Company dated January 26, 1996, regarding trust established to provide a source of funds to assist in meeting of the liabilities under various nonqualified deferred compensation plans made between Wisconsin Energy Corporation or its subsidiaries and various plan participants. (Exhibit (10)-2 to Wisconsin Energy's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1 9057.)** See Note. 10.4 * Executive Deferred X Compensation Plan of Wisconsin Energy Corporation, effective January 1, 1989, as amended and restated as of June 2, 1999. (Exhibit (10)-2 to Wisconsin Energy Corporation's 6/30/1999 10-Q.)** See Note. 10.5 * Directors' Deferred X Compensation Plan of Wisconsin Energy Corporation, effective January 1, 1987, and as restated as of January 1, 1996. (Exhibit (10)-4 to Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1 - 9057.)** See Note. 10.6 * Forms of Stock Option X Agreements under 1993 Omnibus Stock Incentive Plan. (Exhibit (10)-5 to Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1- 9057.)** See Note. 10.7 * Supplemental Benefits X X Agreement between Wisconsin Energy Corporation and Calvin H. Baker dated November 21, 1994. (Exhibit (10)-7 to Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, File No. 1-9057.)** See Note. 10.8 * Supplemental Benefits X X Agreement between Wisconsin Energy Corporation and Richard A. Abdoo dated November 21, 1994, as amended by and April 26, 1995 letter agreement. (Exhibit (10)-1 to Wisconsin Energy Corporation's 6/30/95 10-Q.) ** See Note. 10.9 * Wisconsin Energy Corporation X X Senior Executive Severance Policy, as adopted effective April 28, 1995 and amended on July 26, 1995. (Exhibit (10)- 3 to Wisconsin Energy Corporation's 6/30/95 10-Q.)** See Note. 10.10* 1993 Omnibus Stock Incentive X Plan adopted by the Board of Directors on December 15, 1993, approved by shareholders at the Annual Meeting of Stockholders held on May 11, 1994, and amended by the Board of Directors on May 19, 1998 offering performance-based incentives and other equity interests in Wisconsin Energy Corporation to directors, officers and other key employees (Exhibit 10.10 to Wisconsin Energy Corporation's 12/31/1998 10-K.) ** See Note. 10.11* 1998 Revised forms of award X agreements under 1993 Omnibus Stock Incentive Plan, as amended, for non-qualified stock option awards to non- employee directors, restricted stock awards, incentive stock option awards and non- qualified stock option awards (Exhibit 10.11 to Wisconsin Energy Corporation's 12/31/1998 10-K.)** See Note. 10.12* Short-Term Performance Plan of X Wisconsin Energy Corporation effective January 1, 1999, as amended and restated as of June 2, 1999. (Exhibit (10)-3 to Wisconsin Energy Corporation's 6/30/1999 10- Q.)** See Note. 10.13* Service Agreement dated X X January 1, 1987, between Wisconsin Electric, Wisconsin Energy Corporation and other non-utility affiliated companies. (Exhibit (10)-(a) to Wisconsin Electric's Current Report on Form 8-K dated January 2, 1987 in File No. 1-1245.) 10.14* Senior Officer Change in X Control Agreement between Wisconsin Energy Corporation and Richard A. Abdoo effective July 29, 1999. (Exhibit (10)-4 to Wisconsin Energy Corporation's 6/30/99 10-Q.)** See Note. 10.15* Employment arrangement with X Paul Donovan as Senior Vice President and Chief Financial Officer of Wisconsin Energy Corporation, effective August 20, 1999. (Exhibit (10)- 1 to Wisconsin Energy Corporation's 9/30/99 10-Q.)** See Note. 10.16 Senior Officer Change in X Control, Severance and Special Pension Agreement between Wisconsin Energy Corporation and Paul Donovan effective March 8, 2000.** See Note. Note: Two asterisks (**) identify management contracts and executive compensation plans or arrangements required to be filed as exhibits pursuant to Item 14(c) of Form 10-K. Certain compensatory plans in which directors or executive officers of Wisconsin Electric are eligible to participate are not filed as Wisconsin Electric exhibits in reliance on the exclusion in Item 601(b)(10)(iii)(B)(6) of Regulation S-K. 21 Subsidiaries of the registrant 21.1 Subsidiaries of Wisconsin X Energy Corporation 23 Consents of experts and counsel 23.1 PricewaterhouseCoopers LLP - X X Milwaukee, WI Consent of Independent Accountants appearing in this Annual Report on Form 10-K for the year ended December 31, 1999. 27 Financial data schedule 27.1 Financial Data Schedule for X X the fiscal year ended December 31, 1999. 27.2 Restated Financial Data X X Schedule for the fiscal year ended December 31, 1998 27.3 Restated Financial Data X X Schedule for the fiscal year ended December 31, 1997 99 Additional exhibits 99.1 Information furnished in lieu X of the Form 11-K Annual Report for Employee Retirement Savings Plan for the year ended December 31, 1999. (Filed with amendment No. 2.) EX-99.1 2 0002.txt 1999 ANNUAL REPORT - WE ERSP Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20594 ---------------------------------- Financial statements and schedules furnished in lieu of the FORM 11-K Annual Report Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934 ------------------------------- For the fiscal year ended December 31, 1999 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: WISCONSIN ELECTRIC POWER COMPANY Employee Retirement Savings Plan B. Name of issuer of the securities held pursuant to the Plan and the address of its principal execute office: Wisconsin Energy Corporation 231 West Michigan Street P.O. Box 2949 Milwaukee, WI 53201 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. WISCONSIN ELECTRIC POWER COMPANY EMPLOYEE RETIREMENT SAVINGS PLAN -------------------------------- Name of Plan June 23, 2000 By /s/Calvin H. Baker -------------------------------- Calvin H. Baker Plan Administrator Wisconsin Electric Power Company Employee Retirement Savings Plan Financial Statements and Report December 31, 1999 and 1998 Wisconsin Electric Power Company Employee Retirement Savings Plan Index to Financial Statements Report of Independent Accountants Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998 Notes to Financial Statements Schedules Required by the Department of Labor's Rules and Regulations:* Form 5500, Schedule of Assets Held for Investment Purposes at End of Year as of December 31, 1999 * Other schedules required by the Department of Labor have been omitted because they are not applicable. Report of Independent Accountants To the Participants and Plan Administrator of the Wisconsin Electric Power Company Employee Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Wisconsin Electric Power Company Employee Retirement Savings Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes at End of Year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/PricewaterhouseCoopers LLP - ------------------------------------------ PRICEWATERHOUSECOOPERS LLP Milwaukee, Wisconsin June 7, 2000 Wisconsin Electric Power Company Employee Retirement Savings Plan Statements of Net Assets Available for Benefits December 31, 1999 and 1998 - --------------------------------------------------------------------------------
1999 1998 ------------ ------------ Assets Investments (See Note 3) $552,629,548 $460,763,002 Cash 685,121 1,335,145 ------------ ------------ Net assets available for benefits $553,314,669 $462,098,147 ============ ============ The accompanying notes are an integral part of these financial statements.
Wisconsin Electric Power Company Employee Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1999 and 1998 - --------------------------------------------------------------------------------
1999 1998 ------------ ------------ Additions - --------- Additions to net assets attributed to: Investment income: Interest and dividends $35,794,997 $23,316,534 Net appreciation in fair value of investments 20,383,798 36,488,660 ------------ ------------ 56,178,795 59,805,194 ------------ ------------ Contributions: Participants' 32,058,293 30,229,463 Employer's 8,559,449 7,793,332 ------------ ------------ 40,617,742 38,022,795 ------------ ------------ Total additions 96,796,537 97,827,989 Deductions - ---------- Deductions from net assets attributed to: Administrative expenses 40,401 30,300 Benefits paid to participants 14,858,902 14,236,649 ------------ ------------ Total deductions 14,899,303 14,266,949 ------------ ------------ Net increase prior to plan transfer 81,897,234 83,561,040 Transfer from another plan (See Note 1) 9,319,288 - ------------ ------------ Net increase 91,216,522 83,561,040 Net assets available for benefits: Beginning of year 462,098,147 378,537,107 ------------ ------------ End of year $553,314,669 $462,098,147 ============ ============ The accompanying notes are an integral part of these financial statements.
Wisconsin Electric Power Company Employee Retirement Savings Plan Notes to Financial Statements December 31, 1999 and 1998 - -------------------------------------------------------------------- 1. Description of the Plan The following description of the Wisconsin Electric Power Company ("WE" or the "Company") Employee Retirement Savings Plan ("ERSP" or the "Plan") provides only general information. Participants should refer to the plan agreement for a more comprehensive description of the Plan's provisions. General The Plan is a defined contribution plan covering all employees of WE who are projected to complete at least 1,000 hours of service within one year from hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). During 1999, the Plan was amended to reflect the merger of the Bargaining Unit Savings Plan of Edison Sault Electric Company and the Employee Incentive and Stock Plan of Edison Sault Electric Company. Net assets totaling $9,319,288 were transferred to the Plan. Contributions Contributions are subject to certain limitations of the Internal Revenue Code ("IRC"). Participants are allowed to make a pre-tax contribution of up to 20% of their base wages, as defined in the Plan. Participants are also allowed to contribute to the Plan on a post tax basis and may contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company matches 50% of the first 6% of wages up to a maximum contribution of 3% of qualified compensation, as defined in the Plan. All employer contributions are initially invested in the Wisconsin Energy Corporation ("WEC") Common Stock Fund. Participant Accounts Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) Plan earnings. Allocations of plan earnings are based on participant account balances in relation to total fund account balances as defined in the Plan. Earnings on investments are not taxed while such amounts accumulate in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. Forfeited balances of terminated participants' nonvested accounts are used to reduce future employer contributions. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching contribution portion of their account plus actual earnings thereon occurs after the participant achieves 1,000 hours of service. Investment Options Participant contributions may be allocated, in whole percentages, to any of various investment options offered by the Plan. Participants may change their investment options daily. The value of participant investments in the Blended Rate Income Fund grows through earnings at negotiated interest rates, while investment growth (loss) in mutual funds results from dividends plus a net increase (decrease) in the market value of securities in the fund. Participant Withdrawals and Terminations The full value of a participant's ERSP account is distributed through a lump-sum cash payment to the employee or designated beneficiary upon retirement, termination of employment or death, for account balances less than $5,000. Distributions of participant account balances of $5,000 or greater are based on participant elections in accordance with the Plan provisions. As the Plan is primarily designed to meet long-term financial needs, employees may permanently withdraw amounts from their accounts under the terms of the Plan's financial hardship withdrawal guidelines. Additionally, participants may withdraw all or a portion of the value of their after-tax contributions, however, this withdrawal is limited to once per Plan year. Participant Notes Receivable Participants may borrow from their fund accounts up to the lesser of 50% of their account balance or $50,000, reduced by the highest outstanding loan balance over the past 12 months. Loans are repayable monthly over periods not to exceed 5 years. The interest rate charged on participant loans is fixed at the beginning of each loan at prime rate plus 1%. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. Administration A trustee is utilized in connection with the operation of the Plan. The Chief Financial Officer and Vice President-Finance of WE serves as the Plan Administrator. 2. Significant Accounting Policies Basis of Accounting The Plan's financial statements are prepared under the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Investment Valuation The investments of the Plan are stated at fair value, except for its investments in guaranteed investment contracts which are stated at contract value. Participant loans are stated at cost which approximates fair value. Shares of mutual funds and common stock are valued at quoted market prices on the last day of the plan year. The Plan's investments in traditional guaranteed investment contracts and synthetic guaranteed investment contracts are valued at contract value because participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses. The contract value of the Plan's investments in guaranteed investment contracts approximates fair value at December 31, 1999 and 1998. The average yield for the Plan's investments in guaranteed investment contracts was 6.0% and 6.3% for the years ending December 31, 1999 and 1998, respectively. The crediting interest rate was 5.9% and 5.7% as of December 31, 1999 and 1998, respectively. Risks and Uncertainties The Plan's investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Income Recognition The Plan presents in the statements of changes in net assets available for benefits the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Interest and dividends are recorded as earned. Payments of Benefits Benefits are recorded when paid. Administrative Expenses All significant administrative expenses are paid by the Company, except for loan origination fees which are paid by the borrowing participant and charged against the fund from which the borrowings are made. Reclassifications Certain reclassifications have been made to the December 31, 1998 financial statements to conform to the presentation used in the current year. 3. Investments The following presents investments that represent 5% or more of the Plan's net assets:
December 31, -------------------------------------- --- 1999 1998 ------------ ------------ WEC Common Stock, 4,702,518 and 3,496,250 shares, respectively $90,523,472 $109,914,813 Fidelity Equity Income Fund, 1,590,167 and 1,467,790 shares, respectively 85,042,129 81,535,742 Fidelity Growth Company Fund, 1,700,984 and 1,354,683 shares, respectively 143,392,914 69,115,947 Fidelity U.S. Equity Index Commingled Pool, 1,812,046 and 1,682,467 shares, respectively 76,214,639 58,617,135
During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $20,383,798 and $36,488,660, respectively, as follows:
1999 1998 ------------ ------------ Mutual funds $52,269,985 $14,740,045 Collective trust fund 12,984,530 12,311,002 Common stock (44,870,717) 9,437,613 ----------- ----------- $20,383,798 $36,488,660 =========== ===========
4. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated September 21, 1995, that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 5. Amounts Allocated to Withdrawn Participants Plan assets of $112,294,075 and $86,312,273 have been allocated to the accounts of persons who are no longer active participants of the Plan as of December 31, 1999 and 1998, respectively. 6. Unitization of the WEC Common Stock Fund The WEC Common Stock Fund is accounted for on a unitary basis. At December 31, 1999, there were 9,086,423.348 units in the fund with a net asset value of $10.04 per unit. At December 31, 1998, there were 6,812,612.273 units in the fund with a net asset value of $16.33 per unit. 7. Party-in-interest Transactions Certain plan investments represent shares of mutual funds managed by Fidelity Management Trust Company, shares of employer securities, and participant loans. These transactions are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations. Wisconsin Electric Power Company Employee Retirement Savings Plan Form 5500, Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 - --------------------------------------------------------------------------------
Identity of issue, borrower, Description of investment including Current lessor, or similar party maturity date and rate of interest Value - --------------------------------- -------------------------------------- ------------- * WEC Common Stock Common stock $90,523,472 * Fidelity Equity Income Fund Mutual fund 85,042,129 * Fidelity Growth Company Fund Mutual fund 143,392,914 * Fidelity U.S. Equity Index Commingled Pool Collective trust fund 76,214,639 * Fidelity Balanced Fund Mutual fund 22,713,314 * Fidelity Retirement Government Money Market Portfolio Mutual fund 5,196,695 * Fidelity U.S. Bond Index Portfolio Mutual fund 7,400,850 * Fidelity Overseas Fund Mutual fund 26,358,113 * Fidelity Low-Priced Stock Fund Mutual fund 18,356,243 * Fidelity Institutional Money Market Money market fund 2,060,496 * Participant Loans Participant notes receivable 8,393,350 Varied maturities from 2000 to 2005 Interest rates range from 7% to 10% AIG Financial Produts Synthetic Guaranteed Investment Contract CARCO, 6.70% Maturity - 11/15/2002 Contract 1999-4 (A) CARCO 1,985,403 Synthetic Guaranteed Investment Contract Wrapper 12,493
Wisconsin Electric Power Company Employee Retirement Savings Plan Form 5500, Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 - --------------------------------------------------------------------------------
Description of investment including Current Identity of Issuer maturity date and rate of interest Value - --------------------------------- -------------------------------------- ------------- Chase Manhattan Synthetic Guaranteed Investment Contract Sears Credit Account Master Trust, 5.15% Maturity - 03/15/2002 2,668,946 Synthetic Guaranteed Investment Contract Wrapper 53,358 Chase Manhattan Synthetic Guaranteed Investment Contract FUSAM, 5.30% Maturity - 07/17/2002 Contract 1997-6A 2,082,269 Synthetic Guaranteed Investment Contract Wrapper 81,243 Deutsche Bank Synthetic Guaranteed Investment Contract Olympic Auto Trust, 6.12% Maturity - 12/15/2000 Contract 1996-D A4 1,203,526 Synthetic Guaranteed Investment Contract Wrapper 612 Monumental Life Insurance Synthetic Guaranteed Investment Contract FIRST SEC AUTO, 5.51% Maturity - 11/17/2003 Contract 99-1 (A4) FSAOT 1,954,762 Synthetic Guaranteed Investment Contract Wrapper 63,887 Monumental Life Insurance Synthetic Guaranteed Investment Contract Discover Card Master Trust, 5.40% Maturity - 11/17/2003 Contract 199 1,919,311 Synthetic Guaranteed Investment Contract Wrapper 107,579 Monumental Life Insurance Synthetic Guaranteed Investment Contract AMERICREDIT, 5.54% Maturity - 04/05/2004 Contract 99-B A4 AMCAR FSA 2,452,886 Synthetic Guaranteed Investment Contract Wrapper 85,923 Morgan Guaranty Synthetic Guaranteed Investment Contract AMERICAN EXPRESS, 5.71% Maturity - 04/15/2004 Contract 99-1 A AMXCA 1,905,778 Synthetic Guaranteed Investment Contract Wrapper 95,559 State Street Synthetic Guaranteed Investment Contract Premier Auto Trust, 5.88% Maturity - 04/08/2002 Contract 1998-2A4 2,477,104 Synthetic Guaranteed Investment Contract Wrapper 32,532 Transamerica Life Insurance Synthetic Guaranteed Investment Contract Dayton Hudson Credit Card Trust, 6.4% 1,776,225 Maturity - 10/25/2002 Synthetic Guaranteed Investment Contract Wrapper 43,864 Transamerica Life Insurance Synthetic Guaranteed Investment Contract Ford Auto Loan Master Trust, 5.69% Maturity - 02/15/2001 Contract 19 2,264,395 Synthetic Guaranteed Investment Contract Wrapper 26,894 Westdeutsche Landesbank Synthetic Guaranteed Investment Contract KEY AUTO, 5.39% Maturity - 12/15/2003 Contract 1999-1 (A4) KAFT 1,959,245 Synthetic Guaranteed Investment Contract Wrapper 68,171 Morgan Guaranty Synthetic Guaranteed Investment Contract FHLMC, 6.59% Maturity - 01/15/2004 Contract 5 01/15/2004 1,919,231 Synthetic Guaranteed Investment Contract Wrapper 17,143 AIG Financial Products Synthetic Guaranteed Investment Contract Fannie Mae, 5.85% Maturity - 06/25/2002 Contract 1993-41 PG 2,493,367 Synthetic Guaranteed Investment Contract Wrapper 21,326 Monumental Life Insurance Synthetic Guaranteed Investment Contract Freddie Mac, 8.11% Maturity - 02/15/2001 Contract 1667 PD 1,250,089 Synthetic Guaranteed Investment Contract Wrapper (10,204) Monumental Life Insurance Synthetic Guaranteed Investment Contract Fannie Mae, 6.09% Maturity - 04/25/2003 Contract 1994-30G 1,973,120 Synthetic Guaranteed Investment Contract Wrapper 28,941 Morgan Guaranty Synthetic Guaranteed Investment Contract Freddie Mac, 5.88% Maturity - 04/15/2003 Contract 1661 PG 2,965,290 Synthetic Guaranteed Investment Contract Wrapper 53,378 State Street Synthetic Guaranteed Investment Contract Fannie Mae, 6.70% Maturity - 03/25/2002 Contract 1993-72D 1,248,402 Synthetic Guaranteed Investment Contract Wrapper (1,601) State Street Synthetic Guaranteed Investment Contract Freddie Mac, 6.64% Maturity - 10/15/2001 Contract 1737 E 1,702,174 Synthetic Guaranteed Investment Contract Wrapper (2,010) State Street Synthetic Guaranteed Investment Contract Freddie Mac, 6.81% Maturity - 05/15/2000 Contract 1489 F 129,699 Synthetic Guaranteed Investment Contract Wrapper (83) UBS AG Synthetic Guaranteed Investment Contract Freddie Mac, 6.33% Maturity - 01/15/2003 Contract 1666 E 1,482,645 Synthetic Guaranteed Investment Contract Wrapper 14,053 AI Life 6.42%, Maturity - 10/02/2000 Contract GIC925 3,047,422 Combined 6.76%, Maturity - 07/31/2003 Contract CG1130 3,094,469 GE Life and Annuity 6.58%, Maturity - 07/01/2002 Contract GS3316 2,061,330 New York Life 6.63%, Maturity - 09/30/2003 Contract GA31003 3,092,471 Ohio National 6.33%, Maturity - 12/09/2000 Contract GA5812 2,413,260 Principal 6.61%, Maturity - 07/01/2002 Contract 42905201 4,682,718 Protective 6.64%, Maturity - 01/03/2000 Contract GA1359** 1,814,280 Southland 6.56%, Maturity - 03/31/2000 Contract SL180GIC 2,032,642 Sunamerica 6.35%, Maturity - 09/30/2001 Contract 4749SUNAM 1,141,574 Transamerica Occidental 7.00%, Maturity - 04/30/2001 Contract 51444-00 2,990,242
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-86467) of Wisconsin Energy Corporation of our report dated June 7, 2000 relating to the financial statements of the Wisconsin Electric Power Company Employee Retirement Savings Plan which appears in this Exhibit 99.1 filed with Amendment No. 2 (on Form 10-K/A) to the Wisconsin Energy Corporation Annual Report on Form 10-K for the year ended December 31, 1999. /s/PricewaterhouseCoopers LLP - ----------------------------- PRICEWATERHOUSECOOPERS LLP Milwaukee, Wisconsin June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----