-----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, BcQCPF/FxltCrY1RsXI3Rb2WC2OlOKVoUMdqHK5eGEAmrk3VLb1J2K5twXz+lPIx pbux42VS+q00YCzTbufuYA== 0000107815-05-000049.txt : 20050121 0000107815-05-000049.hdr.sgml : 20050121 20050121143125 ACCESSION NUMBER: 0000107815-05-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050120 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050121 DATE AS OF CHANGE: 20050121 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: 05541136 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 wec8k012005.htm WEC 8K: BYLAW AMENDMENTS AND DIVIDEND CHANGE wecwewg 8k

 

 

 

 

 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):

January 20, 2005

                                    

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

 
     
     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

WISCONSIN ENERGY CORPORATION

                                    

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On January 20, 2005, the Board of Directors of Wisconsin Energy Corporation amended Sections 2.03 and 2.05 of Wisconsin Energy's Bylaws in order to conform these provisions to the amendment to the Bylaws eliminating classification of the Board adopted by the stockholders of Wisconsin Energy at the 2004 Annual Meeting of Stockholders. These amendments will become effective at the 2005 Annual Meeting of Stockholders, to be held on May 5, 2005.

Section 2.03 was amended to state that each Director will hold office until the next annual meeting of stockholders rather than the end of a Director's term. Section 2.05 was amended to state that a Director filling a vacancy occurring in the Board of Directors will serve until the next annual meeting of stockholders rather than for the remainder of the term of the directors in the class of directors in which the vacancy occurred. The text of these amendments are attached hereto as Exhibit 3.1.

 

ITEM 8.01 OTHER EVENTS.

On January 20, 2005, Wisconsin Energy Corporation issued a press release announcing that it has increased the quarterly dividend to $0.22 per share, a 4.8% increase over the previous quarterly dividend of $0.21 per share. With the increase, the new annual dividend rate will be $0.88 per share. A copy of the press release is attached hereto as Exhibit 99.1.

 

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

(c) Exhibits

3 Articles of Incorporation and Bylaws

3.1 Amended Sections 2.03 and 2.05 of the Bylaws of Wisconsin Energy Corporation.

99 Additional Exhibits

99.1 Press Release dated January 20, 2005 regarding the increase of the quarterly dividend to $0.22 per share.

 

 

 

SIGNATURES

   
   

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has

duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
   
 

WISCONSIN ENERGY CORPORATION

 

(Registrant)

   
 

/s/ STEPHEN P. DICKSON   

Date: January 21, 2005

Stephen P. Dickson -- Controller and

 

  Chief Accounting Officer

   
   
   

EX-3 2 exhibit3.htm WEC BYLAW AMENDMENTS

Exhibit 3.1

 

AMENDMENTS TO WISCONSIN ENERGY CORPORATION'S BYLAWS

 

Sections 2.03 and 2.05 of Wisconsin Energy Corporation's Bylaws are hereby amended, effective at the time of the 2005 Annual Meeting of Stockholders, as follows:

          2.03. Election and Tenure. Unless action is taken without a meeting under these Bylaws, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a stockholders meeting at which a quorum is present. Each director shall hold office until the next annual meeting of stockholders and until such director's successor has been elected, or until such director's prior death, resignation or removal. A director may resign at any time by filing a written resignation with the Corporate Secretary of the corporation.

          2.05. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office. The director filling the vacancy shall serve until the next annual meeting of stockholders.

EX-99 3 exhibit99.htm WEC DIVIDEND CHANGE PRESS RELEASE Q4 Dividend r

Exhibit 99.1

From:   Rick James (news media)
             (414) 221-4444
             
rick.james@we-energies.com

             Colleen F. Henderson CFA (analysts)
             414-221-2592
             
colleen.henderson@wisconsinenergy.com

 

Jan. 20, 2005

Wisconsin Energy raises quarterly dividend

MILWAUKEE -- The board of directors of Wisconsin Energy Corporation (NYSE:WEC) today declared a quarterly dividend of $0.22 a share. The dividend is payable March 1, 2005, to stockholders of record on Feb. 11, 2005.

This represents a 1 cent per share, or 4.8 percent increase in the quarterly dividend rate.

"The dividend action taken by our board reflects the tremendous improvement we've made in the company's balance sheet and the confidence we have in our long-term business plan," said Gale E. Klappa, Wisconsin Energy chairman, president and chief executive.

With this increase, the new dividend is equivalent to an annual rate of $0.88 per share.

Wisconsin Energy Corporation (NYSE:WEC), based in Milwaukee, is a Fortune 500 energy company serving more than one million electric customers in Wisconsin and Michigan's Upper Peninsula and more than one million natural gas customers in Wisconsin. The company's principal utilities are We Energies and Edison Sault Electric. The company's non-utility businesses include energy development, recycling and renewable energy and real estate development.

One of the Midwest's premier energy companies, Wisconsin Energy Corporation (www.WisconsinEnergy.com) has nearly 6,000 employees, 58,000 stockholders and more than $9 billion of assets.

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