-----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, KwZD4ABy7AEPJcOlHlxZAZanWIuY7iFUCj9jQVHnwyvvueIkeh4V7tSglcf5WxQ6 ZVgrzNSn5ZuEWFWKClpr4w== 0000107815-98-000015.txt : 19980803 0000107815-98-000015.hdr.sgml : 19980803 ACCESSION NUMBER: 0000107815-98-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980731 EFFECTIVENESS DATE: 19980731 SROS: NYSE 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: S-8 SEC ACT: SEC FILE NUMBER: 333-60383 FILM NUMBER: 98675589 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 S-8 1 WEC FORM S-8 - EMPLOYEE RETIREMENT SAVINGS PLAN Registration No. 333- As filed with the Securities and Exchange Commission on July 31, 1998 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- WISCONSIN ENERGY CORPORATION (Exact name of registrant as specified in its charter) WISCONSIN 39-1391525 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 231 West Michigan Street P.O. Box 2949 Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip Code) -------------------- WISCONSIN ELECTRIC POWER COMPANY EMPLOYEE RETIREMENT SAVINGS PLAN (Full title of the plan) --------------------- C. H. BAKER Treasurer and Chief Financial Officer Wisconsin Energy Corporation 231 West Michigan Street P.O. Box 2949 Milwaukee, Wisconsin 53201 (Name and address of agent for service) (414) 221-2345 (Telephone number, including area code, of agent for service) Copy to: BRUCE C. DAVIDSON, ESQ. Quarles & Brady 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 277-5000 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Title of Securities Maximum Aggregate Amount of to be Amount to be Offering Price Offering Registration Registered(1) Registered (1)(3) Per Share(2) Price(2) Fee - ------------------- ----------------- -------------- ------------- ---------- Common Stock, $.01 par value 1,100,000 shares $28.5938 $31,453,180 $9,278.69 (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon $28.5938 per share, which is the average of the high and low sales prices of the Registrant's Common Stock on the New York Stock Exchange Composite Tape on July 29, 1998. (3) In 1997, the Wisconsin Electric Power Company Management Employee Savings Plan (the "MESP") and the Wisconsin Electric Power Company Represented Employee Savings Plan (the "RESP") were merged by transferring the assets of the MESP to the RESP and renaming the RESP the Wisconsin Electric Power Company Employee Retirement Savings Plan (the "ERSP"). This Registration Statement registers additional securities for the ERSP, as successor to the MESP and the RESP, for which earlier registration statements on Form S-8 (Registration Nos. 33-62157 and 33-62159, respectively) were filed and became effective on August 25, 1995. In addition, 31,025 shares remaining unsold under Registration No. 33-62157, for which a pro rata filing fee of $288.16 was paid, and 14,164 shares remaining unsold under Registration No. 33-62159, for which a pro rata filing fee of $132.13 was paid, are being carried forward from such earlier registration statements. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. In accordance with General Instruction E to Form S-8 and because this Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 relating to same employee benefit plan and its predecessors are effective, the contents of the following documents filed by Wisconsin Energy Corporation (the "Registrant") with the Securities and Exchange Commission (Commission File No. 1-9057) are incorporated herein by reference: (a) The Registrant's Registration Statement on Form S-8 filed on August 25, 1995 (Registration No. 33-62157), as amended, relating to the Wisconsin Electric Power Company Management Employee Savings Plan. (b) The Registrant's Registration Statement on Form S-8 filed on August 25, 1995 (Registration No. 33-62159), as amended, relating to the Wisconsin Electric Power Company Represented Employee Savings Plan. To update the description of the documents filed by the Registrant with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"), the following documents are incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and Amendment No. 1 thereto (on Form 10-K/A). (b) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998. (c) Current Reports on Form 8-K dated December 23, 1997, and April 28, 1998. (d) The description of the Registrant's Common Stock contained in the Registrant's Current Report on Form 8-K dated October 31, 1991, which updates the description of the Common Stock incorporated by reference in the Registrant's Registration Statement on Form 8-B dated January 7, 1987, including any future amendment or report filed for the purpose of updating such description. (e) Information furnished in lieu of the Form 11-K Annual Report for the Wisconsin Electric Power Company Employee Retirement Savings Plan (the "Plan") for the year ended December 31, 1997, which is filed as Exhibit 99.1 with Amendment No. 1 (on Form 10-K/A) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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 hereof. Item 8. Exhibits. The following documents are filed as exhibits to this Registration Statement. Exhibit No. (4)-(1) - Restated Articles of Incorporation of Registrant. (Incorporated herein by reference to Exhibit (3)-1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, File No. 1-9057.) (4)-(2) - Bylaws of Registrant. (Incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-9057). (5) - Opinion of Walter T. Woelfle, Esq. as to the legality of the securities being registered (to the extent such securities may be original issuance or treasury shares as opposed to market purchase shares). (23)-(1) - Consent of PricewaterhouseCoopers LLP, Independent Accountants. (23)-(2) - Consent of Walter T. Woelfle, Esq. (contained in opinion filed as Exhibit (5)). (24) - Power of Attorney, contained in signature page of Registration Statement. - --------------------- The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner, and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code. SIGNATURES The Registrant. 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on July 30, 1998. WISCONSIN ENERGY CORPORATION (Registrant) By: /s/ R. A. Abdoo ------------------ R. A. Abdoo, Chairman of the Board, President and Chief Executive Officer -------------------- POWER OF ATTORNEY Each person whose signature appears below hereby authorizes R. A. Abdoo and C. H. Baker, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of such person, individually, and in each capacity stated below or otherwise, and to file, any and all amendments to this Registration Statement. -------------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of the 30th day of July, 1998. /s/ R. A. Abdoo Chairman of the Board, President and Chief - --------------------- Executive Officer (Principal Executive Officer) (R. A. Abdoo) and Director /s/ C. H. Baker Treasurer and Chief Financial Officer - --------------------- (Principal Financial Officer) (C. H. Baker) /s/ A. K. Klisurich Controller (Principal Accounting Officer) - --------------------- (A. K. Klisurich) /s/ J. F. Ahearne Director - --------------------- (J. F. Ahearne) /s/ J. F. Bergstrom Director - --------------------- (J. F. Bergstrom) /s/ R. A. Cornog Director - --------------------- (R. A. Cornog) /s/ R. R. Grigg, Jr. Director - --------------------- (R. R. Grigg, Jr.) /s/ G. B. Johnson Director - --------------------- (G. B. Johnson) /s/ J. N. MacDonough Director - --------------------- (J. N. MacDonough) /s/ F. P. Stratton, Jr. Director - --------------------- (F. P. Stratton, Jr.) The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on July 30, 1998. WISCONSIN ELECTRIC POWER COMPANY EMPLOYEE RETIREMENT SAVINGS PLAN By: /s/ C. H. Baker ----------------- C. H. Baker, Plan Administrator EX-5 2 OPINION OF WALTER T. WOELFLE REGARDING OSIP Exhibit (5) July 30, 1998 Wisconsin Energy Corporation 231 West Michigan Street P.O. Box 2949 Milwaukee, WI 53201 Re: Wisconsin Electric Power Company Employee Retirement Savings Plan Ladies and Gentlemen: I am providing this opinion in connection with the Registration Statement of Wisconsin Energy Corporation (the "Company") relating to the Wisconsin Electric Power Company Employee Retirement Savings Plan (the "Plan") (the successor to the Wisconsin Electric Power Company Management Employee Savings Plan and the Wisconsin Electric Power Company Represented Employee Savings Plan), on Form S-8 (the "Registration Statement") to be filed for the registration under the Securities Act of 1933, as amended (the "Act"), of an indeterminate amount of interests in the Plan and 1,100,000 shares (the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of the Company to be sold to participants in the Plan. Shares of Common Stock for the Plan will be purchased by the Trustee in market transactions or may be authorized but unissued or treasury shares acquired directly from the Company. I have examined: (i) the Registration Statement; (ii) the Company's Restated Articles of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) the corporate proceedings relating to the adoption of the Plan and the authorization for the issuance and/or sale of the Shares thereunder; and (v) such other documents and records and such matters of law as I have deemed necessary in order to render this opinion. On the basis of the foregoing, I advise you that, in my opinion: (1) The Company is a corporation duly incorporated and validly existing under the laws of the State of Wisconsin. (2) The Shares to be sold from time to time pursuant to the Plan which are original issuance or treasury shares will, when issued as and for the consideration contemplated by the Plan, be validly issued, fully paid and nonassessable by the Company, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case. Although Section 180.0622(2)(b) provides that such personal liability of shareholders shall be "to an amount equal to the par value of shares owned by them respectively, and to the consideration for which their shares without par value was issued," the Wisconsin Supreme Court, by a split decision without a written opinion, has affirmed a judgment holding shareholders of a corporation liable under the substantially identical predecessor statute in effect prior to January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount equal to the consideration for which their par value shares were issued rather than the shares' lower stated par value. Local 257 of Hotel and Restaurant Employees and Bartenders International Union v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the Circuit Court for Dane County, Wisconsin, in Case No. 82-CV-0023). I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am an "expert" within the meaning of Section 11 of the Act, or that I come within the category of persons whose consent is required by Section 7 of the Act. Very truly yours, /s/ Walter T. Woelfle Walter T. Woelfle Counsel for Wisconsin Energy Corporation and Law Director - Regulatory, Wisconsin Electric Power Company EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit (23)-(1) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 28, 1998 appearing in the Wisconsin Energy Corporation Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 23, 1998 appearing in Exhibit 99.1 filed with Amendment No. 1 (on Form 10-K/A) to the Wisconsin Energy Corporation Annual Report on Form 10-K for the year ended December 31, 1997. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Milwaukee, Wisconsin July 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----