Wisconsin Energy Corp – ‘8-K’ for 9/13/95

As of:  Monday, 9/25/95   ·   For:  9/13/95   ·   Accession #:  107815-95-31   ·   File #:  1-09057

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Wisconsin Energy Corporation                           6     18K 
 2: EX-20.1     Press Release Dated September 13, 1995                 2±     7K 

8-K   —   Wisconsin Energy Corporation
Document Table of Contents

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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)   September 13, 1995           

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 2949, 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) 

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                                                                    FORM 8-K

WISCONSIN ENERGY CORPORATION  
----------------------------  

ITEM 5.  OTHER EVENTS                                                           

MERGER WITH NORTHERN STATES POWER COMPANY                                       

On September 13, 1995, the stockholders of Wisconsin Energy Corporation (WEC)   
and Northern States Power Company (NSP) voted, in their respective stockholder  
meetings, to approve the proposed merger between the two companies and their    
subsidiaries.  A copy of WEC's press release issued following the special       
meeting of WEC's stockholders is filed as an exhibit to this report and is      
incorporated herein by reference.                                               

As previously reported in WEC's Current Report on Form 8-K dated April 28,      
1995 and filed on May 3, 1995, and Quarterly Reports on Forms 10-Q for the      
quarters ended March 31, 1995 and June 30, 1995, respectively, the merger       
agreement entered into by NSP and WEC provides for a strategic business         
combination in a "merger-of-equals" transaction.  WEC anticipates consummation  
of the merger transaction by the end of 1996, after completion of the           
regulatory approval process.                                                    

At the special meeting of WEC stockholders held on September 13, 1995, the      
common stockholders approved several items related to the merger with NSP.      
WEC stockholders of record at the close of business on July 27, 1995            
(109,936,834 common shares) were entitled to vote at the special meeting.  A    
brief description of each item voted upon, the number of votes cast for and     
against, as well as the number of abstentions and broker non-votes as to each   
matter are listed below:                                                        

Item 1:  Proposal to approve the Amended and Restated Agreement and Plan of     
Merger, dated as of April 28, 1995, as amended and restated as of July 26,      
1995, by and among WEC, NSP, WEC Sub Corp. and Northern Power Wisconsin Corp.   
(the "Merger Agreement"), and the transactions contemplated thereby, including  
the issuance of shares of WEC (to be renamed Primergy Corporation) common       
stock pursuant to terms of the Merger Agreement.  (Vote required on this        
proposal:  The majority of the votes entitled to be cast by the holders of WEC  
common stock represented at the meeting and entitled to vote thereon (provided  
that the total vote cast represents over 50% of all the shares of WEC common    
stock entitled to vote thereon).)                                               

    No. of        No. of
              Shares Voted  Shares Voted    No. of
                              FOR        AGAINST       Shares     BROKER
                           the Proposal  the Proposal  ABSTAINING  NON-VOTES
------------------------------------------------------------------------------  
Common Stock                  78,100,961    1,478,468      689,554        0     

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Item 2:  Proposal to approve the amendment to and restatement of WEC's          
Restated Articles of Incorporation so as to change the name of WEC to Primergy  
Corporation.  (Vote required on this proposal:  The majority of the votes       
entitled to be cast at the meeting by the holders of the outstanding shares of  
WEC common stock entitled to vote thereon.)                                     

    No. of        No. of
              Shares Voted  Shares Voted    No. of
                              FOR        AGAINST       Shares     BROKER
                           the Proposal  the Proposal  ABSTAINING  NON-VOTES
------------------------------------------------------------------------------  
Common Stock                  76,475,053    2,955,557     826,373         0     

Item 3:  Proposal to approve the amendment to and restatement of WEC's          
Restated Articles of Incorporation so as to increase the amount of authorized   
common stock of WEC from 325,000,000 to 750,000,000 shares, thereby increasing  
WEC's authorized capitalization from 340,000,000 shares to 765,000,000 shares.  
(Vote required on this proposal:  The majority of the votes entitled to be      
cast at the meeting by the holders of the outstanding shares of WEC common      
stock entitled to vote thereon.)                                                

    No. of        No. of
              Shares Voted  Shares Voted    No. of
                              FOR        AGAINST       Shares     BROKER
                           the Proposal  the Proposal  ABSTAINING  NON-VOTES
------------------------------------------------------------------------------  
Common Stock                  69,652,129    9,503,207     1,100,748       0     

Item 4:  Proposal to approve the Primergy Stock Incentive Plan.  (Vote          
required on this proposal:  The majority of the votes entitled to be cast by    
the holders of the WEC common stock represented at the meeting and entitled to  
vote thereon (provided that the total vote cast represents over 50% of all the  
shares of WEC common stock entitled to vote thereon).)                          

    No. of        No. of
              Shares Voted  Shares Voted    No. of
                              FOR        AGAINST       Shares     BROKER
                           the Proposal  the Proposal  ABSTAINING  NON-VOTES
------------------------------------------------------------------------------  
Common Stock                  70,515,586     7,593,994    2,147,403       0     

Item 5:  Proposal to approve the Primergy Management Incentive Compensation     
Plan.  (Vote required on this proposal:  The majority of the votes entitled to  
be cast by the holders of the WEC common stock represented at the meeting and   
entitled to vote thereon.)                                                      
    No. of        No. of
              Shares Voted  Shares Voted    No. of
                              FOR        AGAINST       Shares     BROKER
                           the Proposal  the Proposal  ABSTAINING  NON-VOTES
------------------------------------------------------------------------------  
Common Stock                  69,222,826    8,321,001     2,713,157       0     

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      

(c)   EXHIBITS.   The following exhibit is filed herewith:                      

    (20)-1      Press Release, dated September 13, 1995, of Wisconsin Energy
Corporation.                                

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                                                                    FORM 8-K

WISCONSIN ENERGY CORPORATION                                                    
-----------------------------------------                                       

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/ J. G. Remmel                                                                
------------------------------------                                            
Date:  September 25, 1995             J. G. Remmel, Vice President, Treasurer   
                       and Chief Financial Officer

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WISCONSIN ENERGY CORPORATION                                                    
____________________________                                                    

EXHIBIT INDEX                                                                   

Current Report on Form 8-K                                                      
Report Dated September 13, 1995                                                 

Exhibit                                                             
Number                                                              
-------                                                             

(20)-1         Press Release, dated September 13, 1995, of Wisconsin
Energy Corporation.                   

5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/25/95		5
For Period End:		9/13/95		1		6
		7/27/95		2
		7/26/95		2
		6/30/95		2					10-Q
		5/3/95		2					8-K
		4/28/95		2					8-K
		3/31/95		2					10-Q
									List all Filings