-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mWaSGlw2RkAGfIlM0DsiY8bJoIoADigCpooTCHEn0AsB3Y5MHjb2nH4+u5tsRNp/ QD5W6tHQ1iNjC9CfshWMrQ== 0000898822-95-000048.txt : 19950509 0000898822-95-000048.hdr.sgml : 19950509 ACCESSION NUMBER: 0000898822-95-000048 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950508 SROS: NYSE SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44227 FILM NUMBER: 95535445 BUSINESS ADDRESS: STREET 1: 231 W MICHIGAN ST CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 4142212345 MAIL ADDRESS: STREET 1: PO BOX 2949 CITY: MILWAUKEE STATE: WI ZIP: 53201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO /MN/ CENTRAL INDEX KEY: 0000072903 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 410448030 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 414 NICOLLET MALL 4TH FL CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123305500 MAIL ADDRESS: STREET 1: 414 NICOLLET MALL STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 WISCONSIN ENERGY CORPORATION (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 976657106 (CUSIP Number) Gary R. Johnson, Esq. Vice President, General Counsel and Secretary Northern States Power Company 414 Nicollet Mall Minneapolis, Minnesota 55401 (612) 330-7623 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Seth A. Kaplan, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 April 28, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-l(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [X] CUSIP No. 976657106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Northern States Power Company I.R.S. Identification No. 41-044030 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ______ (b) ______ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC/OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Minnesota NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 21,773,726* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 21,773,726* 10. SHARED DISPOSITIVE POWER 0 _____________________ * Beneficial ownership disclaimed. See Item 5 below. -2- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,773,726* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6% 14. TYPE OF REPORTING PERSON CO _____________________ * Beneficial ownership disclaimed. See Item 5 below. -3- Item 1. Security and Issuer. This statement relates to the common stock, par value $0.01 per share (the "Common Stock"), of Wisconsin Energy Cor- poration, a Wisconsin corporation (the "Company"). The prin- cipal executive offices of the Company are located at 231 West Michigan Street, P.O. Box 2949, Milwaukee, Wisconsin 53201. Item 2. Identity and Background. (a)-(c) and (f) This statement is being filed by Northern States Power Company, a Minnesota corporation ("NSP"). The principal executive offices of NSP are located at 414 Nic- ollet Mall, Minneapolis, Minnesota 55401. NSP is predominantly an operating public utility en- gaged in the generation, transmission and distribution of electricity throughout a 49,000 square mile service area and the transportation and distribution of natural gas in approxi- mately 148 communities within this area. NSP serves customers in Minnesota, Wisconsin, North Dakota, South Dakota and Michi- gan. As to each of the executive officers and directors of NSP, the name, business address, present principal occupation or employment and the name and principal address of any corpo- ration or other organization in which such employment is indi- cated, are set forth on Schedule I hereto. Each of such per- sons is a citizen of the United States except for Douglas W. Leatherdale, who is a Canadian citizen. -4- (d) During the last five years, neither NSP nor, to the best of NSP's knowledge, any of the individuals named in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither NSP nor, to the best of NSP's knowledge, any of the individuals named in Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or pro- hibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Concurrently with entering into the Merger Agreement (defined in Item 4 below), NSP was granted the Option (defined in Item 4 below). None of the triggering events permitting exercise of the Option have occurred as of the date of this Schedule 13D. In the event that the Option becomes exercisable and NSP wishes to purchase for cash the Company Common Stock subject thereto, NSP will fund the exercise price from working capital or through other sources, which could include borrow- ings. -5- Item 4. Purpose of Transaction. The Company, NSP, Northern Power Wisconsin Corp., a Wisconsin corporation and wholly-owned subsidiary of NSP ("New NSP"), and WEC Sub Corp., a Wisconsin corporation and wholly- owned subsidiary of WEC ("WEC Sub"), have entered into an Agreement and Plan of Merger, dated as of April 28, 1995 (the "Merger Agreement"), which provides for a strategic business combination involving NSP and the Company in a "merger-of- equals" transaction (the "Transaction"). The Transaction, which was unanimously approved by the Boards of Directors of the constituent companies, is expected to close shortly after all of the conditions to the consummation of the Transaction, including obtaining applicable regulatory approvals, are met or waived. The regulatory approval process is expected to take approximately 12 to 18 months. In the Transaction, the holding company of the com- bined enterprise will be registered under the Public Utility Holding Company Act of 1935, as amended. The holding company will be named Primergy Corporation ("Primergy") and will be the parent company of both NSP (which, for regulatory reasons, will reincorporate in Wisconsin) and of the Company's present prin- cipal utility subsidiary, Wisconsin Electric Power Company ("WEPCO"), which will be renamed "Wisconsin Energy Company." Wisconsin Energy Company will include the operations of the Company's other present utility subsidiary, Wisconsin Natural -6- Gas Company, which is anticipated to be merged into WEPCO by year-end 1995, pending regulatory approval, as previously planned. It is anticipated that, following the Transaction, NSP's Wisconsin utility subsidiary, Northern States Power, a Wisconsin corporation ("NSP-W"), will be merged into Wisconsin Energy Company. The Merger Agreement is incorporated herein by ref- erence to Exhibit (2)-1 to NSP's Current Report on Form 8-K dated April 28, 1995 (the "April 28, 1995 Form 8-K"), as filed with the Securities and Exchange Commission (the "SEC") on May 3, 1995. The description of the Merger Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Merger Agreement. Under the terms of the Merger Agreement, NSP will be merged with and into New NSP and immediately thereafter WEC Sub will be merged with and into New NSP, with New NSP being the surviving corporation. Each outstanding share of common stock, par value $2.50 per share, of NSP will be cancelled and con- verted into the right to receive 1.626 shares of common stock, par value $.01 per share, of Primergy ("Primergy Common Stock"). The outstanding shares of Common Stock will remain outstanding and unchanged, as shares of Primergy Common Stock. As of the date of the Merger Agreement, NSP had 67.3 million common shares outstanding and the Company had 109.4 million common shares outstanding. Based on such capitalization, the -7- Transaction would result in the common shareholders of NSP re- ceiving 50% of the common equity of Primergy and the common shareholders of the Company owning the other 50% of the common equity of Primergy. Each outstanding share of Cumulative Pre- ferred Stock, par value $100.00 per share, of NSP will be can- celled and converted into the right to receive one share of Cumulative Preferred Stock, par value $100.00 per share, of New NSP with identical rights (including dividend rights) and des- ignations. WEPCO's outstanding preferred stock will remain outstanding and be unchanged in the Transaction. The Transaction is subject to customary closing con- ditions, including, without limitation, the receipt of required shareholder approvals of the Company and NSP; and the receipt of all necessary governmental approvals and the making of all necessary governmental filings, including approvals of state utility regulators in Wisconsin, Minnesota and certain other states, the approval of the Federal Energy Regulatory Commis- sion, the SEC, the Nuclear Regulatory Commission, and the fil- ing of the requisite notification with the Federal Trade Com- mission and the Department of Justice under the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended, and the expiration of the applicable waiting period thereunder. The Transaction is also subject to receipt of assurances from the Internal Revenue Service and opinions of counsel that the Transaction will qualify as a tax-free reorganization, and the -8- assurances from the parties' independent accountants, that the Transaction will qualify as a pooling of interests for ac- counting purposes. In addition, the Transaction is conditioned upon the effectiveness of a registration statement to be filed by the Company with the SEC with respect to the Primergy Common Stock to be issued in the Transaction and the approval for listing of such shares on the New York Stock Exchange. (See Article VIII of the Merger Agreement.) Shareholder meetings to vote upon the Transaction will be convened as soon as practi- cable and are expected to be held in the third or fourth quar- ter of 1995. The Merger Agreement contains certain covenants of the parties regarding the conduct of the business pending the consummation of the Transaction. Generally, the parties must carry on their businesses in the ordinary course consistent with past practice, may not increase dividends on common stock beyond specified levels, and may not issue any capital stock beyond certain limits. The Merger Agreement also contains re- strictions on, among other things, charter and bylaw amend- ments, capital expenditures, acquisitions, dispositions, in- currence of indebtedness, certain increases in employee com- pensation and benefits, and affiliate transactions. (See Ar- ticle VI of the Merger Agreement.) The Merger Agreement provides that, after the ef- fectiveness of the Transaction (the "Effective Time"), the -9- corporate headquarters and principal executive offices of Pri- mergy and NSP will be located in Minneapolis, Minnesota, and the headquarters of Wisconsin Energy Company will remain in Milwaukee, Wisconsin. Primergy's Board of Directors, which will be divided into three classes, will consist of a total of 12 directors, 6 of whom will be designated by the Company and 6 of whom will be designated by NSP. Mr. James J. Howard, the current Chairman of the Board, President and Chief Executive Officer ("CEO") of NSP, will serve as CEO of Primergy from the Effective Time until the later of 16 months after the Effective Time or the date of the annual meeting of shareholders of Pri- mergy that occurs in 1998, and Chairman of Primergy until the later of July 1, 2000 or two years after he ceases to be CEO. Mr. Richard A. Abdoo, the current Chairman of the Board, Presi- dent and CEO of the Company, will serve as Vice Chairman of the Board, President and Chief Operating Officer of Primergy until the date when Mr. Howard ceases to be CEO, at which time he will be entitled to assume the additional role of CEO. Mr. Abdoo will assume the position of Chairman when Mr. Howard ceases to be Chairman. The Merger Agreement may be terminated under certain circumstances, including (1) by mutual consent of the parties; (2) by any party if the Transaction is not consummated by April 30, 1997 (provided, however, that such termination date shall be extended to October 31, 1997 if all conditions to closing -10- the Transaction, other than the receipt of certain consents and/or statutory approvals by any of the parties, have been satisfied by April 30, 1997); (3) by any party if either NSP's or the Company's shareholders vote against the Transaction or if any state or federal law or court order prohibits the Transaction; (4) by a non-breaching party if there exist breaches of any representations or warranties contained in the Merger Agreement as of the date thereof, which breaches, indi- vidually or in the aggregate, would result in a material ad- verse effect on the breaching party and which is not cured within twenty (20) days after notice; (5) by a non-breaching party if there occur breaches of specified covenants or mate- rial breaches of any covenant or agreement which are not cured within twenty (20) days after notice; (6) by either party if the Board of Directors of the other party shall withdraw or adversely modify its recommendation of the Transaction or shall approve any competing transaction; or (7) by either party, un- der certain circumstances, as a result of a third-party tender offer or business combination proposal which such party, pur- suant to its directors' fiduciary duties, is, in the opinion of such party's counsel and after the other party has first been given an opportunity to make concessions and adjustments in the terms of the Merger Agreement, required to accept. The Merger Agreement provides that if a breach de- scribed in clause (4) or (5) of the previous paragraph occurs, -11- then, if such breach is not willful, the non-breaching party is entitled to reimbursement of its out-of-pocket expenses, not to exceed $10 million. In the event of a willful breach, the non- breaching party will be entitled to its out-of-pocket expenses (which shall not be limited to $10 million) and any remedies it may have at law or in equity, provided that if, at the time of the breaching party's willful breach, there shall have been a third party tender offer or business combination proposal which shall not have been rejected by the breaching party and with- drawn by the third party, and within two and one-half years of any termination by the non-breaching party, the breaching party accepts an offer to consummate or consummates a business com- bination with such third party, then such breaching party, upon the signing of a definitive agreement relating to such a busi- ness combination, or, if no such agreement is signed then at the closing of such business combination, will pay to the non- breaching party an additional fee equal to $75 million. The Merger Agreement also requires payment of a termination fee of $75 million (and reimbursement of out-of-pocket expenses) by one party (the "Payor") to the other in certain circumstances, if (i) the Merger Agreement is terminated (x) as a result of the acceptance by the Payor of a third-party tender offer or business combination proposal, (y) following a failure of the shareholders of the Payor to grant their approval to the Transaction or (z) as a result of the Payor's material failure -12- to convene a shareholder meeting, distribute proxy materials and, subject to its board of directors' fiduciary duties, re- commend the Transaction to its shareholders; (ii) at the time of such termination or prior to the meeting of such party's shareholders there shall have been a third-party tender offer or business combination proposal which shall not have been re- jected by the Payor and withdrawn by such third party; and (iii) within two and one-half years of any such termination described in clause (i) above, the Payor accepts an offer to consummate or consummates a business combination with such third party. Such termination fee and out-of-pocket expenses referred to in the previous sentence shall be paid upon the signing of a definitive agreement between the Payor and the third party, or, if no such agreement is signed, then at the closing of such third-party business combination. The termin- ation fees payable by NSP or the Company under these provisions and the aggregate amount which could be payable by NSP or the Company upon a required purchase of the options granted pursu- ant to the Stock Option Agreements (as defined below) may not exceed $125 million in the aggregate. (See Article IX of the Merger Agreement.) It is anticipated that Primergy will adopt NSP's dividend payment level adjusted for the exchange ratio. NSP currently pays $2.64 per share annually, and the Company's an- nual dividend note is currently $1.47 per share. Based on the -13- exchange ratio and NSP's current dividend rate, the pro forma dividend rate for Primergy would be $1.62 per share. The Merger Agreement provides that the Restated Ar- ticles of Incorporation and the bylaws of the Company will be amended in a manner to be agreed between NSP and the Company and, as so amended, will be the Articles of Incorporation and bylaws of Primergy. Concurrently with entering into the Merger Agreement, the Company and NSP entered into reciprocal stock option agreements each granting the other, for no additional consid- eration, an irrevocable option to purchase under certain cir- cumstances up to that number of shares of common stock of the other company which equals 19.9% of the number of shares of common stock of the other company outstanding on April 28, 1995 (the "Stock Option Agreements"). Specifically, under the WEC Stock Option Agreement, the Company granted NSP an irrevocable option to purchase (the "Option") up to 21,773,726 shares (subject to adjustment for changes in capitalization) of Common Stock at an exercise price of $27.675 per share under certain circumstances if the Merger Agreement becomes terminable by NSP as a result of the Company's breach and as a result of the Company becoming the subject of a third-party proposal for a business combination. The exercise price is payable, at NSP's election, in cash or shares of NSP Common Stock. If the Option becomes exercisable, NSP may request the Company to repurchase -14- from NSP all or any portion of the Option (or if the Option is exercised, to repurchase from NSP all or any portion of the acquired shares of Common Stock) at the price specified in the WEC Stock Option Agreement. Each party to the Stock Option Agreements agreed to vote, prior to April 28, 2000, any shares of the capital stock of the other party acquired pursuant to the Stock Option Agreements or otherwise beneficially owned by such party on each matter submitted to a vote of shareholders of such other party for and against such matter in the same proportion as the vote of all other shareholders of such other party is voted for and against such matter. The Stock Option Agreements provide that, prior to April 28, 2000, neither party may sell, assign, pledge or oth- erwise dispose of or transfer the shares it acquires pursuant to the Stock Option Agreements (collectively, the "Restricted Shares") except as specifically provided for in the Stock Op- tion Agreements. In addition to the repurchase rights men- tioned above, subsequent to the termination of the Merger Agreement, the parties have the right to have such shares of the other party registered under the Securities Act of 1933 for sale in a public offering, unless the issuer of the shares elects to repurchase them at their then market value. The Stock Option Agreements also provide that, following the ter- mination of the Merger Agreement, either party may sell any -15- Restricted Shares pursuant to a tender or exchange offer ap- proved or recommended, or otherwise determined to be fair and in the best interests of such other party's shareholders, by a majority of the Board of Directors of such other party. The Stock Option Agreements are incorporated herein by reference to Exhibits (2)-2 and (2)-3 of NSP's Current Re- port on Form 8-K dated April 28, 1995 (the "April 28, 1995 Form 8-K"), as filed with the Securities and Exchange Commission (the "SEC") on May 3, 1995. The description of the Stock Op- tion Agreements set forth herein does not purport to be com- plete and is qualified in its entirety by the provisions of the Stock Option Agreements. Pursuant to a Letter Agreement dated January 17, 1995 between NSP and the Company, as amended by a Letter Agreement dated April 26, 1995 (together, the "Confidentiality Agree- ment"), for a period commencing on January 17, 1995 and ending two years from the date of termination of the Merger Agreement, the parties have agreed (other than as contemplated in the Merger Agreement or Stock Option Agreements), not to (i) ac- quire any material portion of the other party's assets or businesses or in excess of 1% of any class of securities issued by the other party; (ii) seek or propose a business combination with the other party or any of its subsidiaries; (iii) seek or propose to influence or control the management or policies of the other party; or (iv) enter into or propose any discussions, -16- negotiations, arrangements or understandings with any third party with respect to any of the foregoing. The Confidenti- ality Agreement is filed as an Exhibit to this Schedule and is incorporated herein by reference. The description of the Con- fidentiality Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Confidentiality Agreement. Both NSP and the Company recognize that the divesti- ture of their existing gas operations and certain non-utility operations is a possibility under the new registered holding company structure, but will seek approval from the SEC to maintain such businesses. If divestiture is ultimately re- quired, the SEC has historically allowed companies sufficient time to accomplish divestitures in a manner that protects shareholder value. Except as set forth in this Item 4, the Merger Agreement or the WEC Stock Option Agreement, neither NSP nor, to the best of NSP's knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a)-(b) By reason of its execution of the WEC Stock Option Agreement, pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, NSP may be deemed to have sole voting -17- and dispositive power with respect to the Common Stock subject to the Option and, accordingly, may be deemed to beneficially own 21,773,726 shares of Common Stock, or approximately 16.6% of the Common Stock outstanding on April 28, 1995 assuming ex- ercise of the Option. However, NSP expressly disclaims any beneficial ownership of the 21,773,726 shares of Common Stock which are obtainable by NSP upon exercise of the Option, be- cause the Option is exercisable only in the circumstances set forth in Item 4, none of which has occurred as of the date hereof. Furthermore, even if events did occur which rendered the Option exercisable, NSP believes it would be a practical impossibility to obtain the regulatory approvals necessary to acquire shares of Common Stock pursuant to the Option within 60 days. Except as set forth above, neither NSP nor, to the best of NSP's knowledge, any of the individuals named in Sche- dule I hereto, owns any Common Stock. (c) Except as set forth above, neither NSP nor, to the best of NSP's knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in the Common Stock during the past 60 days. (d) So long as NSP has not purchased the Common Stock subject to the Option, NSP does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock. -18- (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Merger Agreement contains certain customary re- strictions on the conduct of the business of the Company pend- ing the Merger, including certain customary restrictions re- lating to the Common Stock. Except as provided in the Merger Agreement, the WEC Stock Option Agreement or the Confidenti- ality Agreement, or as set forth herein, neither NSP nor, to the best of NSP's knowledge, any of the individuals named in Schedule I hereto, has any contracts, arrangement, understand- ings or relationships (legal or otherwise), with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. NSP (Commission File No. 1-3034) hereby incorporates into this Schedule the following exhibits by reference to the filing set forth below: (2)-1 Agreement and Plan of Merger, dated as of April 28, 1995, by and among Northern States Power Company, -19- Wisconsin Energy Corporation, Northern Power Wiscon- sin Corp. and WEC Sub Corp. (Exhibit (2)-1 to NSP's April 28, 1995 Form 8-K.) -2 WEC Stock Option Agreement, dated as of April 28, 1995, by and among Northern States Power Company and Wisconsin Energy Corporation. (Exhibit (2)-2 to NSP's April 28, 1995 Form 8-K.) -3 NSP Stock Option Agreement, dated as of April 28, 1995, by and among Wisconsin Energy Corporation and Northern States Power Company. (Exhibit (2)-3 to NSP's April 28, 1995 Form 8-K.) -4 Committees of the Board of Directors of Primergy Corporation. (Exhibit (2)-4 to NSP's April 28, 1995 Form 8-K.) -5 Form of Employment Agreement of James J. Howard. (Exhibit (2)-5 to NSP's April 28, 1995 Form 8-K.) -6 Form of Employment Agreement of Richard A. Abdoo. (Exhibit (2)-6 to NSP's April 28, 1995 Form 8-K.) (99)-1 Press Release, dated May 1, 1995, of Wisconsin Energy Corporation. (Exhibit (99)-1 to NSP's April 28, 1995 Form 8-K.) The following exhibits are filed herewith: -7 Letter Agreement, dated January 17, 1995, between Northern States Power Company and Wisconsin Energy Corporation. -20- -8 Letter Agreement, dated April 26, 1995, between Northern States Power Company and Wisconsin Energy Corporation amending Letter Agreement dated January 17, 1995. -21- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the in- formation set forth in this statement is true, complete and correct. Dated: May 8, 1995 NORTHERN STATES POWER COMPANY By /s/Gary R. Johnson Gary R. Johnson Vice President, General Counsel and Secretary -22- SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF NORTHERN STATES POWER COMPANY The name, business address or residence, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Northern States Power Company, a Minnesota corporation ("NSP"), is set forth below. If no busi- ness address is given, the director's or officer's address is Northern States Power Company, 414 Nicollet Mall, Minneapolis, Minnesota 55401. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to em- ployment with NSP. Present Principal Occupation Name or Employment and Address H. Lyman Bretting President and Chief Executive Officer C.G. Bretting Manufacturing Company, Inc. 3401 East Main Street Ashland, WI 54806 David A. Christensen President and Chief Executive Officer Raven Industries, Inc. 205 East Sixth Street P.O. Box 5107 Sioux Falls, SD 57117-5107 W. John Driscoll Retired effective June 30, 1994 as Chairman of the Board Rock Island Company First National Banks Building, Ste. 2090 332 Minnesota Street St. Paul, MN 55101 Dale L. Haakenstad Retired effective December 31, 1989 as President and Chief Executive Officer Western States Life Insurance Company 1207 26 Avenue South, Apt. 16 Fargo, ND 58103 -23- Allen F. Jacobson Retired effective November 1, 1991 as Chairman and Chief Executive Officer Minnesota Mining and Manufacturing Company 3050 Minnesota World Trade Center 30 East Seventh Street St. Paul, MN 55101 Richard M. Kovacevich President and Chief Executive Officer Norwest Corporation Norwest Center 90 South 7th Street Sixth & Marquette Minneapolis, MN 55479-1062 Douglas W. Leatherdale Chairman, President and Chief Executive Officer The St. Paul Companies, Inc. 385 Washington Street St. Paul, MN 55102 John E. Pearson Retired effective January 31, 1992 as Chairman, The NWNL Companies, Inc. and Northwestern National Life Insurance Company 4900 IDS Tower 80 South 8th Street Minneapolis, MN 55402 G. M. Pieschel Chairman Farmers and Merchants State Bank 101 No. Marshall P.O. Box 126 Springfield, MN 56087 Margaret R. Preska Distinguished Service Professor Minnesota State Universities 1175 W. Wabasha Winona, MN 55987 A. Patricia Sampson Consultant Dr. Sanders and Associates 3385 Sycamore Lane Plymouth, MN 55441 Edwin M. Theisen Retired effective November 30, 1994 as President and Chief Operating Officer -24- 5725 Evergreen Lane Plymouth, MN 55442-1571 James J. Howard Chairman of the Board, President and Chief Executive Officer Douglas D. Antony President - NSP Generation Arland D. Brusven Vice President - Finance Jackie A. Currier Vice President and Treasurer Gary R. Johnson Vice President and General Counsel Cynthia L. Lesher Vice President - Human Resources Edward J. McIntyre Vice President and Chief Financial Officer Thomas A. Micheletti Vice President - Public & Government Affairs John A. Noer President & CEO Northern States Power Company -25- (WISCONSIN) 100 North Barstow Street Eau Clair, WI 54701 David H. Peterson Chairman, President & CEO NRG Energy, Inc. 1221 Nicollet Mall, Suite #700 Minneapolis, MN 55403 Roger D. Sandeen Vice President, Controller and Chief Information Officer Robert H. Schulte Vice President - Customer Service Loren L. Taylor President - NSP Electric Edward L. Watzl Vice President - Nuclear Generation Keith H. Wietecki President - NSP Gas -26- NORTHERN STATES POWER COMPANY SCHEDULE 13D EXHIBIT INDEX Exhibit Number Exhibit Page (2)-1 Agreement and Plan of Merger, dated as of April 28, 1995, by and among Northern States Power Company, Wisconsin Energy Corporation, Northern Power Wisconsin Corp. and WEC Sub Corp. (Incorporated by reference to Exhibit (2)-1 to NSP's April 28, 1995 Form 8-K.) -2 WEC Stock Option Agreement, dated as of April 28, 1995, by and among Northern States Power Company and Wisconsin Energy Corporation. (Incorporated by reference to Exhibit (2)-2 to NSP's April 28, 1995 Form 8-K.) -3 NSP Stock Option Agreement, dated as of April 28, 1995, by and among Wisconsin Energy Corporation and Northern States Power Company. (Incorporated by reference to Exhibit (2)-3 to NSP's April 28, 1995 Form 8-K.) -4 Committees of the Board of Directors -27- of Primergy Corporation. (Incorporated by reference to Exhibit (2)-4 to NSP's April 28, 1995 Form 8-K.) -5 Form of Employment Agreement of James J. Howard. (Incorporated by reference to Exhibit (2)-5 to NSP's April 28, 1995 Form 8-K.) -6 Form of Employment Agreement of Richard A. Abdoo. (Incorporated by reference to Exhibit (2)-6 to NSP's April 28, 1995 Form 8-K.) -7 Letter Agreement, dated January 17, 1995, between Northern States Power Company and Wisconsin Energy Corporation. (Filed herewith.) -8 Letter Agreement, dated April 26, 1995, between Northern States Power Company and Wisconsin Energy Corporation amending Letter Agreement dated January 17, 1995. (Filed herewith.) (99)-1 Press Release, dated May 1, 1995, of Wisconsin Energy Corporation. (Incorporated by reference to Exhibit (99)-1 to NSP's April 28, 1995 Form 8-K.) -28- EX-7 2 [LETTERHEAD OF NORTHERN STATES POWER COMPANY] January 17, 1995 Jerry G. Remmel Vice President, Treasurer and Chief Financial Officer Wisconsin Energy Corporation 231 West Michigan Street Milwaukee, WI 53201 Dear Mr. Remmel: In connection with your and our consideration of a pos- sible transaction (the "Transaction") between us and/or our shareholders and you and/or your shareholders, you have re- quested information concerning us and we have requested infor- mation concerning you. For the purposes of this letter agree- ment ("Agreement"), you or we may each sometimes hereinafter be referred to as the "Receiving Party" when the recipient of in- formation, or the "Providing Party" when the provider of infor- mation, as the context may require. As a condition to the Providing Party furnishing information to the Receiving Party, its subsidiaries, affiliates (as such term is used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directors, officers, employees, representatives or agents (all of such persons hereinafter referred to as "representatives"), the Receiving Party agrees that all Evaluation Material (as such term is defined below) which is furnished by the Providing Party to the Receiving Party or its representatives before or after the date of this letter will be treated in accordance with the provisions of this Agreement and to take or to abstain from taking certain other actions set forth in this Agreement. Jerry G. Remmel Wisconsin Energy Corporation January 17, 1995 Page 2 As used herein, "Evaluation Material" means all data, reports, interpretations, forecasts and records (whether in oral or written form, electronically stored or otherwise) containing or otherwise reflecting information concerning the Transaction provided by the Providing Party or its represen- tatives to the Receiving Party or its representatives pursuant to the provisions of this Agreement, and all notes, analyses, compilations, studies or other documents in tangible form (whether in written form, electronically stored or otherwise), whether prepared by the Providing Party, the Receiving Party or their respective representatives or others which contain or otherwise reflect such information. Notwithstanding the foregoing, the term Evaluation Material does not include in- formation which (i) is already in the possession of the Re- ceiving Party, provided that such information was not supplied to the Receiving Party by, or on behalf of, the Providing Party, and provided further that such information is not known to the Receiving Party to be subject to another confidentiality agreement with or other obligation of secrecy to the Providing Party, or (ii) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of the Receiving Party's directors, officers, employees, agents, advisers or representatives in violation of this Agreement, or (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Providing Party, provided that the Receiving Party has no knowledge that such source is bound by a confidentiality agreement with or other obligation of secrecy to the Providing Party with respect to the information. The Receiving Party agrees that the Evaluation Material will be used solely for the purpose of evaluating the possible Transaction, and that, subject to the next paragraph, such information will be kept strictly confidential by the Receiving Party and its representatives, provided that any of such in- formation may be disclosed by the Receiving Party to its rep- resentatives who need to know such information for the purpose of evaluating the possible Transaction (it being understood that such representatives shall be informed by the Receiving Party of the confidential nature of such information and shall be instructed by the Receiving Party to treat such information confidentially and that the Receiving Party will be responsible if they should fail to comply with the terms of this Agree- ment). Jerry G. Remmel Wisconsin Energy Corporation January 17, 1995 Page 3 In addition, you and we agree not to disclose, and will cause our representatives not to disclose to any person other than our representatives, either the fact that you and we are considering any possible Transaction or that information has been provided to you or us, or that discussions or negotiations are taking place concerning any possible Transaction, or any of the terms, conditions or other facts with respect to any pos- sible Transactions, including the status thereof. The fore- going does not prohibit disclosures of the status of any dis- cussions between you and us which either believes, based on advice of counsel, to be required by law to be disclosed, but in such event each of us will consult with the other party and its counsel in advance of such disclosure about the need for, and the exact text of, any such disclosure. If either of us is requested or required by applicable law (by interrogatories, requests for information or documents, subpoena, civil inves- tigative demand or similar process) to disclose any Evaluation Material, such party will provide the other party with im- mediate notice of such request or requirement so that the other party may consider seeking a protective order or other ap- propriate relief. If in the absence of a protective order or the receipt of a waiver hereunder either of us is nonetheless compelled to disclose any Evaluation Material to any tribunal or any other person or else stand liable for contempt or suffer other legal censure or penalty, such party may disclose such information to such tribunal or other party without liability hereunder, provided that such party agrees to furnish only that portion of the Evaluation Material which it is advised by counsel is legally required and that it shall use its best efforts to obtain assurance that confidential treatment will be accorded to any Evaluation Material that is disclosed. For a period commencing on the date hereof and ending two years from the date hereof, each of us and our respective af- filiates (as defined in Rule 12b-2 under the Securities Ex- change Act of 1934, as amended (the "Exchange Act") will not (and we and they will not assist or encourage others to request permission to), directly or indirectly, unless specifically requested in writing in advance by the other party's Board of Directors: 1. acquire or agree, offer, seek or propose to acquire (or request permission to do so), owner- ship (as defined in Rule 13d-3 under the Ex- change Act) of any material portion of the other party's assets or businesses or in excess of one Jerry G. Remmel Wisconsin Energy Corporation January 17, 1995 Page 4 percent of any class of securities issued by the other party, or any rights or options to acquire such ownership (including from a third party) or offer, seek or propose a merger, consolidation or other business combination with the other party or any of the other party's subsidiaries; or 2. seek or propose to influence or control the man- agement or policies of the other party, in- cluding by making or in any way participating in the solicitation of proxies or consents; or 3. enter into or propose any discussions, nego- tiations, arrangements or understanding with any third party with respect to any of the forego- ing. If any time during the period between the date of this Agreement and the earlier of (x) the date that a definitive agreement with respect to the Transaction is executed and (y) the date that discussions with respect thereto are terminated, either of us is approached by any third party concerning par- ticipation in a transaction involving the assets or businesses or securities issued by the other party, such party will promptly inform the other party of the nature of such contact and the parties thereto. Neither of us will request that any of the provisions of this paragraph or the preceding paragraph be amended or waived. Although each of us will endeavor to include in the Evalu- ation Material information which we believe to be relevant for the purpose of investigation of the other party, each of us acknowledges that neither of us nor any of our respective di- rectors, officers, employees, agents, representatives or ad- visers has made or makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. Sub- ject to the terms of any definitive agreement we may reach, each of us agrees that neither party nor our respective direc- tors, officers, employees, agents, representatives or advisers shall have any liability to the other party or any of its rep- resentatives or advisers resulting from the use of the Evalua- tion Material. Jerry G. Remmel Wisconsin Energy Corporation January 17, 1995 Page 5 If we do not proceed with a Transaction in a reasonable time or if either of us so requests, the Receiving Party will promptly either redeliver to the Providing Party all copies of extracts or other reproductions of Evaluation Material deliv- ered to the Receiving Party (or destroy such material and certify such destruction to the Providing Party) and will de- stroy all memoranda, notes and other materials (whether writ- ten, electronic or otherwise) prepared by the Receiving Party or its directors, officers, employees, agents, advisers or representatives based on or reflecting the information in the Evaluation Material. Following such redelivery or destruction, the receiving Party will deliver to the Providing Party, upon request, a certification in writing by an officer of the Re- ceiving Party who has supervised such redelivery or destruc- tion. Each of us agrees that unless and until a definitive agreement regarding the Transaction has been executed, neither we nor you will be under any legal obligation of any kind with respect to any Transaction by virtue of this Agreement or any other written or oral expression with respect to any Transac- tion. Each of us agrees that money damages would not be a suf- ficient remedy for any breach of the agreements in this Agree- ment by either of us or our respective directors, officers, employees, agents, advisers or representatives and that the aggrieved party will be entitled to injunctive relief, specific performance and/or any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be ex- clusive, but shall be in addition to all other remedies avail- able at law or in equity. In addition, if successful the ag- grieved party will be entitled to payment of its legal fees and disbursements, court costs and other expenses of enforcing, de- fending or otherwise protecting its interests hereunder. Any person who at any time after the date hereof becomes a representative of either of us shall be deemed to be such party's representative for the purposes of this Agreement, regardless of whether such person was such party's represen- tative on the date hereof; all references to affiliates and subsidiaries contained in this Agreement shall apply with equal force and effect to any and all representatives of such ref- erenced affiliates or subsidiaries. Jerry G. Remmel Wisconsin Energy Corporation January 17, 1995 Page 6 This Agreement shall be governed by and construed in ac- cordance with the laws of the State of New York without giving effect to its conflict of laws, principles or rules. If you are in agreement with the foregoing, please so in- dicate by signing and returning one copy of this Agreement. This Agreement may be executed by telecopy with original to follow. Very truly yours, NORTHERN STATES POWER COMPANY By: /s/ Edward J. McIntyre Edward J. McIntyre Vice President and Chief Financial Officer Confirmed and agreed to as of the date of this letter: WISCONSIN ENERGY CORPORATION By: /s/ Jerry G. Remmel Jerry G. Remmel Vice President, Treasurer and Chief Financial Officer EX-8 3 Northern States Power Company 414 Nicollet Mall Minneapolis, MN 55401 April 26, 1995 Wisconsin Energy Corporation 231 West Michigan Street P.O. Box 2949 Milwaukee, WI 53201 Attention: Mr. Jerry G. Remmel Dear Jerry: This letter confirms that discussions between our two companies, Northern States Power Company ("NSP") and Wisconsin Energy Corporation ("WEC") with respect to a possible business combination transaction resumed effective as of April 19, 1995. This letter shall be deemed to amend the letter agreement dated January 17, 1995 between NSP and WEC (the "Confidentiality Agreement"), by inserting after the phrase "two years from the date hereof" in the first two lines of the fifth paragraph of the Confidentiality Agreement the parenthetical "(or, in the event a definitive agreement with respect to a Transaction is entered into between us, two years from the date of termination of such agreement)". Except as stated herein, the Confidentiality Agreement remains in full force and effect. NSP and WEC also confirm that any Evaluation Material (as defined in the Confidentiality Agreement) provided from April 19, 1995 is covered by the terms of the Confidentiality Agreement. Very truly yours, NORTHERN STATES POWER COMPANY By:/s/ Edward J. McIntyre Edward J. McIntyre Vice President and Chief Financial Officer Confirmed and agreed to as of the date of this letter: WISCONSIN ENERGY CORPORATION By:/s/ Jerry G. Remmel Jerry G. Remmel Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----