-----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, L5FyCqnjA6dBCZS39U28Kau20ZHmKviyuGgrxMj/hgJAdWkh0PKh35EhObmc+ZM1 Rc13sdKpQgzoYDKD5FbUkA== 0000107815-99-000001.txt : 19990325 0000107815-99-000001.hdr.sgml : 19990325 ACCESSION NUMBER: 0000107815-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990316 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990324 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: SEC FILE NUMBER: 001-09057 FILM NUMBER: 99571311 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 WISCONSIN ENERGY CORPORATION 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) March 16, 1999 WISCONSIN ENERGY CORPORATION (Exact name of registrant as specified in its charter) 1-9057 (Commission file number) Wisconsin 39-1391525 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 231 West Michigan Street, P.O. Box 2049, Milwaukee, Wisconsin 53201 (address of principal executive offices) (Zip Code) (414) 221-2345 (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) FORM 8-K WISCONSIN ENERGY CORPORATION ITEM 5. OTHER EVENTS On March 16, 1999, WEC Capital Trust I, a wholly owned subsidiary of WEC, agreed to sell $200 million liquidation amount of 6.85% Trust Preferred Securities due March 31, 2039, in a public underwritten offering lead by Salomon Smith Barney, Merrill Lynch & Co., Bear, Stearns & Co. Inc. and Robert W. Baird & Co. Incorporated. The offering is scheduled to close March 25, 1999. The Trust will use the proceeds from the sale of the Trust Preferred Securities to purchase junior subordinated debentures from Wisconsin Energy. Wisconsin Energy will use the proceeds from the sale of its junior subordinated debentures to the Trust to fund a capital contribution of approximately $105 million to Wisvest Connecticut, LLC, an indirect wholly owned subsidiary of Wisconsin Energy, to support its acquisition of certain generating assets from The United Illuminating Company, and for repayment of short term borrowings. The Trust Preferred Securities are being offered to the public at 100% of the $25.00 liquidation amount per Preferred Security. The Trust Preferred Securities are preliminary rated (P)A+ by Standard & Poor's and (P)a1 by Moody's. The purpose of this report is to file the opinion of Quarles & Brady LLP, as to certain tax matters in connection with Trust Preferred Securities to be sold pursuant to Registration Statement No. 333-73137. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed herewith: (8) Opinion regarding tax matters of Quarles & Brady LLP. -2- 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/Calvin H. Baker -------------------------------------- Calvin H. Baker, Treasurer and Chief Financial Officer Date: March 24, 1999 -3- WISCONSIN ENERGY CORPORATION EXHIBIT INDEX Current Report on Form 8-K Report Dated March 24, 1999 Exhibit Number (8) Opinion re tax matters of Quarles & Brady LLP. EX-8 2 Q&B TAX OPINION Exhibit (8) QUARLES & BRADY LLP 411 East Wisconsin Avenue Milwaukee WI 53202-4497 March 16, 1999 WEC Capital Trust I 231 West Michigan Street Milwaukee, WI 53201 Wisconsin Energy Corporation 231 West Michigan Street Milwaukee, WI 53201 Re: Tax Opinion Ladies and Gentlemen: We refer to the proposed issuance of preferred securities by the WEC Capital Trust I, a Delaware statutory business trust, formed by Wisconsin Energy Corporation, a Wisconsin corporation ("WEC"). You have requested our opinion regarding the characterization of WEC Capital Trust I for federal income tax purposes and the discussions of the material U.S. federal income tax consequences of purchasing, holding and selling the preferred securities of WEC Capital Trust I that appear under the caption "UNITED STATES TAXATION" in the Prospectus Supplement dated March 16, 1999, to the Prospectus dated March 15, 1999, relating to the Registration Statement on Form S-3 (No. 333-73137) filed by WEC and WEC Capital Trust I with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). In rendering our opinion, we have reviewed the Registration Statement, as amended, the Prospectus and Prospectus Supplement, the certificate of trust and the trust agreement for WEC Capital Trust I, the amended and restated trust agreement for WEC Capital Trust I, the guarantee agreement for WEC Capital Trust I, WEC's indenture for debt securities, the securities resolution and the underwriting agreement relating to the offering of the preferred securities, forms of which were included in or filed as exhibits to the Registration Statement, and such other materials as we have deemed necessary or appropriate as a basis for our opinion. In addition, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations, pertinent judicial authorities, rulings of the Internal Revenue Service (the "I.R.S."), and such other authorities as we have considered relevant. Based upon the foregoing, and assuming full compliance with the terms of the amended and restated trust agreement, guarantee agreement, indenture, securities resolution and underwriting agreement (and other relevant documents) it is our opinion that: (1) WEC Capital Trust I will be characterized for United States federal income tax purposes as a grantor trust and will not be taxable as a corporation. (2) The statements made under the caption "UNITED STATES TAXATION" contained in the Prospectus Supplement, to the extent that they constitute matters of law or legal conclusions, are correct in all material respects. There can be no assurance that contrary positions may not be asserted by the I.R.S. This opinion is being furnished in connection with the Registration Statement. You may rely upon and refer to the foregoing opinion in the Registration Statement. Any variation or difference in the facts from those set forth or assumed either herein or in the Registration Statement may affect the conclusions stated herein. Larry J. Martin, a partner in our firm, serves as General Counsel of WEC. We hereby consent to the use of our name under the caption "UNITED STATES TAXATION" in the Prospectus Supplement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act or that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ QUARLES & BRADY LLP ----------------------------------- QUARLES & BRADY LLP -----END PRIVACY-ENHANCED MESSAGE-----