0000107815-01-500014.txt : 20011009
0000107815-01-500014.hdr.sgml : 20011009
ACCESSION NUMBER: 0000107815-01-500014
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010920
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010921
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WISCONSIN ENERGY CORP
CENTRAL INDEX KEY: 0000783325
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931]
IRS NUMBER: 391391525
STATE OF INCORPORATION: WI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09057
FILM NUMBER: 1741655
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
8-K
1
wec8k92001.txt
CORE 8-K WEC DOCUMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Current Report On
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
SEPTEMBER 20, 2001
---------------
Commission Registrant; State of Incorporation IRS Employer
File Number Address; and Telephone Number Identification No.
----------- ---------------------------------- ------------------
001-09057 WISCONSIN ENERGY CORPORATION 39-1391525
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(414) 221-2345
FORM 8-K
WISCONSIN ENERGY CORPORATION
------------------------------
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
ASSET SALES AND DIVESTITURES: Wisvest-Connecticut, LLC, a
wholly-owned subsidiary of Wisvest Corporation ("Wisvest")which
in turn is a wholly-owned subsidiary of Wisconsin Energy
Corporation ("Wisconsin Energy"), owns and operates two fossil-
fueled power plants in the state of Connecticut. The plants
include the Bridgeport Harbor Station, which has an active
generating capacity of 590 megawatts, and the New Haven Harbor
Station, which has an active generating capacity of 466
megawatts. These plants were originally acquired in April 1999.
In December 2000, Wisconsin Energy signed an agreement with NRG
Energy, Inc. to sell the Bridgeport Harbor Station and the New
Haven Harbor Station power plants for anticipated gross proceeds
of approximately $350 million, including amounts for inventory.
Upon the sale of the Connecticut generating stations, Wisvest
expected to retire $208.0 million of variable rate notes which
are secured by the plants.
On September 20, 2001, Wisconsin Energy issued a press release
announcing that both parties have terminated this agreement. The
press release is filed as an exhibit hereto. It was decided to
terminate the sale agreement because the parties believe NRG
Energy will be unable to obtain necessary regulatory approvals
for the transaction. Wisconsin Energy remains committed to
selling the Wisvest-Connecticut assets. The text of the Press
Release is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
See Exhibit Index following the Signature page of this
report, which is incorporated herein by reference.
FORM 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
(Registrant)
/s/ STEPHEN P. DICKSON
-----------------------------------
Date: September 20, 2001 Stephen P. Dickson - Controller and
Principal Accounting Officer
FORM 8-K
WISCONSIN ENERGY CORPORATION
(Commission File No. 001-09057)
------------------------------
EXHIBIT INDEX
to
CURRENT REPORT ON FORM 8-K
Date of Report: SEPTEMBER 20, 2001
The following Exhibit is filed with this Current Report on
Form 8-K:
Exhibit No.
99.1 News Release dated September 20, 2001 reporting the
signing of a joint termination agreement with NRG
Energy, Inc. to terminate the agreement for the sale of
two fossil-fueled power plants operated by Wisvest-
Connecticut, LLC.
EX-99
3
wec8kex99.txt
WEC PRESS RELEASE
Exhibit 99.1
From: Michael John
September 20, 2001
Wisconsin Energy, NRG Energy terminate sale agreement
Jointly terminate sale because of regulatory concerns
MILWAUKEE - Wisconsin Energy Corp. (NYSE: WEC) announced today
that it has signed a joint termination agreement with NRG Energy,
Inc. (NYSE: NRG) to terminate the agreement for the sale to NRG
Energy of two fossil-fueled power plants operated by Wisconsin
Energy's subsidiary Wisvest Connecticut, LLC. It was decided to
terminate the sale agreement, which was announced in Dec. 2000,
because the parties believe NRG Energy will be unable to obtain
necessary regulatory approvals for the transaction.
"We are disappointed that we have to terminate this agreement,
but remain confident that we will be able to profitably sell
these assets because of their importance to the New England
electricity market, fuel flexibility and skilled workforce," said
Richard A. Abdoo, chairman, president and chief executive officer
of Wisconsin Energy. "In the meantime, we will continue to safely
and reliably operate these plants."
Wisconsin Energy had anticipated the receipt of approximately
$350 million in gross proceeds from the sale. The plants have
operated profitably and the company expects that the contribution
to earnings prior to an ultimate sale will remain positive.
"As we have announced, we are focusing on our core competencies
of electric generation and electric and gas distribution in our
service territory, pump manufacturing, and continuing our
announced strategic priority of focusing on Wisconsin's energy
needs with our Power the Future program. We remain committed to
selling these assets to monetize their value for the benefit of
our shareholders," said Abdoo.
The power plants, located in Bridgeport and New Haven, Conn.,
have a combined generating capacity of approximately 1,100
megawatts.
There will be no impact on employees. Wisvest Connecticut will
continue to recognize the current collective bargaining agreement
with Local 470-1 of the Utility Workers Union of America.
Wisconsin Energy Corporation (NYSE: WEC) is a Milwaukee-based
holding company with subsidiaries in utility and non-utility
businesses. The company serves more than one million electric
customers in Wisconsin and Michigan's Upper Peninsula and 960,000
natural gas customers in Wisconsin through its utility
subsidiaries - Wisconsin Electric, Wisconsin Gas and Edison Sault
Electric. Its non-utility subsidiaries include energy
development, pump manufacturing, waste-to-energy and real estate
businesses. Visit the company's Web site at
www.WisconsinEnergy.com
Some matters discussed above, including the estimates of future
earnings, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The forward-
looking statements are subject to various risks and
uncertainties. Actual results may vary materially. Factors that
could cause actual results to differ materially include, but are
not limited to: ability to arrange and consummate an alternative
transaction for the sale of the two Connecticut power plants on
favorable terms; general economic conditions, business and
competitive conditions in the deregulating and consolidating
energy industry, in general, and in the company's service
territories; availability of the company's generating facilities;
changes in purchased power costs; changes in coal or natural gas
prices and supply availability and the ability to recover fuel
and purchased power costs; unusual weather; risks associated with
non-utility diversification; regulatory decisions; obtaining
necessary regulatory approvals and investment capital to
implement the growth strategy; timely realization of anticipated
net cost savings; foreign, governmental, economic, political and
currency risks; and the other cautionary factors described in the
Management's Discussion and Analysis of Financial Condition and
Results of Operations in Wisconsin Energy Corporation's 10-Q for
the quarter ended June 30, 2001, and other factors described from
time to time in the company's reports to the Securities and
Exchange Commission.
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