Wisconsin Energy Corp, et al. – ‘POS EX’ on 3/20/03

On:  Thursday, 3/20/03, at 8:24am ET   ·   Effective:  3/20/03   ·   Accession #:  950131-3-1469   ·   File #s:  333-69592, -01

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Post-Effective Amendment to Add Exhibits
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Post-Effective Amendment No. 1                         5     22K 
 2: EX-1.4      Underwriting Agreement                                36    109K 
 3: EX-4.12     Securities Resolution No. 4                           10     32K 
 4: EX-5.3      Opinion of Quarles & Brady LLP                         2     11K 
 5: EX-23.5     Consent of Deloitte & Touche LLP                       1      7K 

POS EX   —   Post-Effective Amendment No. 1
Document Table of Contents

POS EX
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As filed with the Securities and Exchange Commission on March 20, 2003

                                                      Registration No. 333-69592
                                                                    333-69592-01
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 ---------------

Post-Effective Amendment No. 1
 Filed Pursuant to Rule 462(d)
to
FORM S-3
REGISTRATION STATEMENT
 Under
The Securities Act of 1933

 ---------------

WISCONSIN ENERGY CORPORATION                WEC CAPITAL TRUST II      
(Exact name of Registrant              (Exact name of Registrant as 
 as specified in its charter)          specified in its Trust Agreement)

WISCONSIN                                 DELAWARE  
(State or other jurisdiction of         (State or other jurisdiction of 
incorporation or organization)          incorporation or organization)

39-1391525                               39-6707888 
(I.R.S. Employer Identification No.)      (I.R.S. Employer Identification No.)

    231 West Michigan Street              c/o Wisconsin Energy Corporation
     P. O. Box 2949                       231 West Michigan Street
Milwaukee, Wisconsin 53201                      P. O. Box 2949      
       (414) 221-2345                     Milwaukee, Wisconsin 53201
(Address, including zip code, and                  (414) 221-2345         
  telephone number, including area         (Address, including zip code, and
   code,of Registrant's principal           telephone number, including area
        executive offices)                 code, of Registrant's principal
                                          executive offices)

Jeffrey West
 Treasurer
Wisconsin Energy Corporation
231 West Michigan Street
Milwaukee, Wisconsin 53201
(414) 221-2345
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 ---------------

Copies to:
Bruce C. Davidson                          Gary W. Wolf   
 Quarles & Brady LLP                   Cahill Gordon & Reindel
411 East Wisconsin Avenue                     80 Pine Street      
Milwaukee, Wisconsin 53202               New York, New York 10005 
(414) 277-5000                          (212) 701-3600

  Approximate date of commencement of proposed sale to the public: At such
time, or from time to time, after the effective date of this registration       
statement as the registrant shall determine, in light of market conditions and  
other factors.                                                                  

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [_]                                                                        

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [_]                               
                               -------------

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      
-------------               

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]                                             

================================================================================

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EXPLANATORY NOTE

   This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 (File No. 333-69592 and 333-69592-01) is filed pursuant to Rule 462(d)      
solely to add certain exhibits not previously filed with respect to the         
Registration Statement.                                                         

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits                                                               

    The following exhibits are filed with this Post-Effective Amendment to the
Registration Statement:                                               

Exhibit                                                                         
Number                                Description                               
-------                               -----------                               
  1.4    Underwriting Agreement, dated as of March 17, 2003, between Wisconsin
         Energy Corporation (the "Company") and Salomon Smith Barney Inc., BNP
          Paribas Securities Corp. and SG Cowen Securities Corporation, relating
  to $200,000,000 aggregate principal amount of Wisconsin Energy
Corporation 6.20% Senior Notes due April 1, 2033.           

4.12    Securities Resolution No. 4 of the Company, dated as of March 17,   
        2003, under the Indenture for Debt Securities, dated as of March 15,
  1999, between the Company and Bank One Trust Company, National
     Association (successor to The First National Bank of Chicago), as
Trustee.                                                    

5.3    Opinion of Quarles & Brady LLP                                     

23.4    Consent of Quarles & Brady LLP (included in Exhibit 5.3)            

23.5    Consent of Deloitte & Touche LLP                                    

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SIGNATURES

    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-3 and has duly caused this post-effective     
amendment to the registration statement to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the City of Milwaukee, State of      
Wisconsin, on March 19, 2003.                                                   

                WISCONSIN ENERGY CORPORATION

        By: /s/ PAUL DONOVAN
                                      ------------------------------------------
                                      Paul Donovan, Executive Vice President and
                   Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this      
post-effective amendment to the registration statement has been signed by the   
following persons in the capacities indicated on March 19, 2003.                

Signature and Title                                                             
-------------------                                                             

   /s/ RICHARD A. ABDOO*                  /s/ BARBARA L. BOWLES*
------------------------------------------  ------------------------------------
Richard A. Abdoo, Chairman of the Board,       Barbara L. Bowles, Director    
President and Chief Executive Officer                                     
(Principal Executive Officer and Director)                                      

    /s/ PAUL DONOVAN                     /s/ ROBERT A. CORNOG*
------------------------------------------  ------------------------------------
Paul Donovan, Executive Vice President         Robert A. Cornog, Director     
and Chief Financial Officer                                       
(Principal Financial Officer)                                       

/s/ STEPHEN P. DICKSON*                  /s/ WILLIE D. DAVIS* 
------------------------------------------  ------------------------------------
Stephen P. Dickson, Controller            Willie D. Davis, Director 
(Principal Accounting Officer)                                      

  /s/ JOHN F. AHEARNE*                   /s/ RICHARD R. GRIGG*
------------------------------------------  ------------------------------------
  John F. Ahearne, Director               Richard R. Grigg, Director

------------------------------------------  ------------------------------------
 John F. Bergstrom, Director              Ulice Payne, Jr., Director

           /s/ PAUL DONOVAN                  /s/ FREDERICK P. STRATTON, JR.*
*By:--------------------------------------  ------------------------------------
               Paul Donovan                 Frederick P. Stratton, Jr., Director
Attorney-in-Fact                                      

                                            /s/ GEORGE E. WARDEBERG*
                                            ------------------------------------
                                             George E. Wardeberg, Director

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, WEC Capital
Trust II certifies that it has reasonable grounds to believe that it meets all  
of the requirements for filing on Form S-3 and has duly caused this             
post-effective amendment to the Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, 
State of Wisconsin, on March 19, 2003.                                          

                            WEC Capital Trust II
                    (Registrant)

                                            By:    Wisconsin Energy Corporation,
                                  as Depositor

                           By:/s/ PAUL DONOVAN
                                              --------------------------------
                                  Paul Donovan
                                                  Executive Vice President and
                                             Chief Financial Officer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS EX’ Filing		Date		First		Last			Other Filings
		4/1/33		3					None on these Dates
Filed on / Effective on:		3/20/03		1
		3/19/03		4		5
		3/17/03		3
		3/15/99		3
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  WEC Energy Group, Inc.            10-K       12/31/23  210:30M                                    Wisconsin Elec Power Co.
 2/23/23  WEC Energy Group, Inc.            10-K       12/31/22  204:32M                                    Wisconsin Elec Power Co.
 2/24/22  WEC Energy Group, Inc.            10-K       12/31/21  202:32M                                    Wisconsin Elec Power Co.
11/05/21  WEC Energy Group, Inc.            S-3ASR     11/05/21    5:260K                                   Toppan Merrill/FA
 2/25/21  WEC Energy Group, Inc.            10-K       12/31/20  198:32M                                    Wisconsin Elec Power Co.