Eselco Inc – ‘10-K405’ for 12/31/96 – EX-99.2

As of:  Monday, 3/31/97   ·   For:  12/31/96   ·   Accession #:  912057-97-11335   ·   File #:  0-17736

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                15     69K 
 2: EX-13       Annual or Quarterly Report to Security Holders        36    194K 
 3: EX-21       Eselco Subsidiaries                                    1      4K 
 4: EX-23       Consent of Independent Public Accountants              1      6K 
 5: EX-27       Financial Data Schedule (Pre-XBRL)                     2      7K 
 6: EX-99.1     Letter of Intent                                       7     28K 
 7: EX-99.2     Shareholder Letter                                     1      8K 

EX-99.2   —   Shareholder Letter

EX-99.2
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                                                                Exhibit 99.2

To Our Shareholders:                                                            

 On March 25, 1997 ESELCO, Inc. and Wisconsin Energy Corporation announced
that they had entered into a letter of intent, setting forth the preliminary    
terms of the potential acquisition of ESELCO, Inc. by Wisconsin Energy          
Corporation. All outstanding shares of ESELCO, Inc. common stock would be       
converted into shares of Wisconsin Energy Corporation common stock based on a   
value of $44.50 for each share of ESELCO, Inc. common stock in a transaction    
proposed to be structured as a tax-free reorganization. The total purchase      
price would be approximately $71 million. The exact number of shares of         
Wisconsin Energy Corporation common stock to be issued in the transaction       
would be determined by dividing $44.50 by the average closing prices of         
Wisconsin Energy Corporation common stock during a specified period prior to    
closing.                                                                        

Consummation of the proposed transaction is contingent upon several     
conditions, including the negotiation and execution of a definitive             
agreement, approval by the Boards of Directors of both companies and the        
shareholders of ESELCO, Inc., receipt of all appropriate regulatory             
approvals, and the effectiveness of a registration statement to be filed with   
the Securities and Exchange Commission covering the Wisconsin Energy            
Corporation shares to be issued in the transaction. There can be no assurance   
as to the final terms of the proposed transaction, that the conditions will     
be satisfied, or that the proposed transaction will be consummated.             

 Shareholders are not being asked to vote on the proposed transaction with
Wisconsin Energy Corporation at the annual meeting of shareholders, which       
will occur on May 6, 1997. If the proposed transaction proceeds, shareholders   
would be provided a proxy statement describing the terms of the proposed        
transaction and would be asked to vote with respect to the proposed             
transaction at a special meeting of shareholders.                               

          William R. Gregory
                             President and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
		5/6/97		DEF 14A,  PRE 14A
Filed on:		3/31/97		10-Q
		3/25/97		8-K
For Period End:		12/31/96		U-3A-2
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