Filed pursuant to Rule 425 under the

Securities Act of 1933, as amended

 

Filer: Wisconsin Energy Corporation

Filer’s Commission File No.: 001-09057

 

Subject Company: Integrys Energy Group, Inc.

Commission File No.: 1-11337

Date: June 19, 2015

 

The following communication was provided to employees of Wisconsin Energy Corporation and Integrys Energy Group, Inc. on June 19, 2015.

 



 

Senior leadership announced for WEC Energy Group

 

Gale Klappa, chairman and chief executive of Wisconsin Energy Corporation, today announced the new senior leadership positions of the WEC Energy Group.

 

The acquisition of Integrys by Wisconsin Energy still requires approval by the Illinois Commerce Commission, which is expected to make its decision by early July. If the transaction is approved, the individuals listed below will assume leadership roles for the WEC Energy Group immediately upon closing. Additional personnel announcements will be made after the closing.

 

“Our focus from day one will be on building a great company that will excel in customer satisfaction, financial discipline, and operating excellence,” Klappa said.

 

“This organizational structure represents the first positive step toward our goal — tapping into the diversity of knowledge and talent that exists today across our companies.”

 

Following are the leadership positions at WEC Energy Group for which decisions have been made at this time.  (Photos and biographical information may be accessed here.)

 

Gale Klappa

 

Chairman and Chief Executive Officer

 

Reporting to Gale Klappa

 

Allen Leverett

 

President — Wisconsin, Michigan and Minnesota

Charles Matthews

 

President — Illinois

Jerry Franke

 

President — Wispark

Kevin Fletcher

 

Executive Vice President — Customer Service and Operations

Bert Garvin

 

Executive Vice President — External Affairs

Pat Keyes

 

Executive Vice President and Chief Financial Officer

Susan Martin

 

Executive Vice President, General Counsel and Corporate Secretary

Joan Shafer

 

Executive Vice President — Human Resources and Organizational Effectiveness

Beth Straka

 

Senior Vice President — Communications and Investor Relations

Heidi Humbert

 

Vice President and Chief Audit Officer

 

Reporting to Allen Leverett - President — Wisconsin, Michigan and Minnesota

 

Dan Krueger

 

Senior Vice President — Wholesale Energy and Fuels

Chris Akkala

 

Vice President — Wholesale Energy and Fuels (reporting to Dan Krueger)

Tom Metcalfe

 

Senior Vice President — Power Generation

Pat Stiff

 

Vice President — Coal Generation (reporting to Tom Metcalfe)

 

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Paul Spicer

 

Vice President — Gas and Renewable Generation (reporting to Tom Metcalfe)

Jim Petersen

 

Director — Engineering (reporting to Tom Metcalfe)

Al Mihm

 

Director — Major Projects (reporting to Tom Metcalfe)

Raul Villarreal

 

Asset Manager — Valley Power Plant (reporting to Tom Metcalfe)

Susan Crane

 

Manager — Special Projects (reporting to Tom Metcalfe)

Jerry Fulmer

 

Vice President — Supplier Diversity

Ron Herr

 

Vice President — Michigan Operations

Bill Mastoris

 

Vice President — Supply Chain and Fleet

Jewel Currie

 

Director — Fleet (reporting to Bill Mastoris)

Bruce Ramme

 

Vice President — Environmental

Barry McNulty

 

Director — Wisconsin Communications (dual reporting relationship to Beth Straka)

Dave Kult

 

General Manager — Minnesota Operations

Mary Boettcher

 

President — Integrys Transportation Fuels

 

Reporting to Charles Matthews - President — Illinois

 

Officers reporting to Charles Matthews are as follows. Other direct reports will be announced post-closing.

 

Andy Hesselbach

 

Vice President — Construction

Michelle Rindt

 

Vice President — Customer Service

Lori Rolfson

 

Vice President — Operations

 

Reporting to Kevin Fletcher - Executive Vice President — Customer Service and Operations

 

Brian Dobberke

 

Vice President — Wisconsin Field Operations

Dave Megna

 

Vice President — Wisconsin System Operations

Vern Peterson

 

Vice President — Wisconsin Electric Distribution Asset Management

Bob Whitefoot

 

Vice President — Gas Distribution Asset Management

John Zaganczyk

 

Vice President — Customer Service

Sue Clausing

 

Assistant to the Executive Vice President

Tim Lang

 

Director — Business Effectiveness and Integration

Cara Fuller

 

Director — Customer Operations Support

 

Reporting to Bert Garvin - Executive Vice President — External Affairs

 

Wally Kunicki

 

Senior Vice President — State Public Affairs

Thelma Sias

 

Vice President — Local Affairs (reporting to Wally Kunicki)

Darnell DeMasters

 

Vice President — Federal Government Affairs

 

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Matt Nugen

 

Director — Federal Government Relations (reporting to Darnell DeMasters)

Pat Schillinger

 

Vice President — State Legislative and Local Affairs

Jim Schubilske

 

Vice President — State Regulatory Affairs

Jim Keller

 

Director — Federal Regulatory Affairs

 

Reporting to Pat Keyes - Executive Vice President and Chief Financial Officer

 

Steve Dickson

 

Vice President and Controller

Bill Guc

 

Vice President

David Hughes

 

Vice President — Tax

Scott Lauber

 

Vice President and Treasurer

Molly Mulroy

 

Vice President and Chief Information Officer

Annette Blanchard

 

Manager — Business Performance

Michael Kaminski

 

Manager — Corporate Risk/Pension

 

The ICE Program will report to Pat Keyes.

 

Reporting to Susan Martin - Executive Vice President, General Counsel and Corporate Secretary

 

Keith Ecke

 

Assistant Corporate Secretary

Joshua Erickson

 

Director — Legal Services — Corporate and Finance

Gavin McCarty

 

Director — Legal Services — Business

TBD

 

Manager — Ethics and Compliance

TBD

 

Manager — Corporate Information Management

 

Reporting to Joan Shafer - Executive Vice President — Human Resources and Organizational Effectiveness

 

John Kleczynski

 

Vice President — Client and Workforce Relations

Lisa George

 

Director — Total Compensation

John Crawford

 

Manager — Facility Management

Tom Eells

 

Manager — Physical Security

Brad Schmieding

 

Manager — Business Effectiveness and Integration

Tim Smith

 

Manager — Administrative Services

 

Human Resources will also have responsibility for talent acquisition; organizational effectiveness; diversity; and safety, health and wellness. Organization to be determined.

 

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Reporting to Beth Straka - Senior Vice President — Communications and Investor Relations

 

Barry McNulty

 

Director — Corporate Communications (dual reporting relationship to Allen Leverett)

Colleen Henderson

 

Manager — Investor Relations

Karmen Lemke

 

Administrator — Wisconsin Public Service Foundation

Patti McNew

 

Administrator — We Energies Foundation

 

Reporting to Heidi Humbert - Vice President and Chief Audit Officer

 

Kevin Naughton

 

Director — Audit Services

Rich Stasik

 

Manager — IT Audit Services

Margaret Thorpe-Haass

Manager — SOX Compliance

Susie York

 

Manager — Audit Services

 

Cautionary Statements Regarding Forward-Looking Information

 

This communication contains certain forward-looking statements with respect to the financial condition, results of operations and business of Wisconsin Energy and Integrys and the combined businesses of Integrys and Wisconsin Energy and certain plans and objectives of Wisconsin Energy and Integrys with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the proposed merger; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses of Wisconsin Energy and Integrys will not be integrated successfully; disruption from the proposed merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; the possibility that the proposed merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; and the risk that financing for the proposed merger may not be available on favorable terms. These forward-looking statements are based on numerous assumptions and assessments made by Wisconsin Energy and/or Integrys in light of their experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors that each party believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this communication could cause actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this communication. Neither Wisconsin Energy nor Integrys assumes any obligation to update the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. A further list and description of risks and uncertainties at Wisconsin Energy can be found in Wisconsin Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports filed on Form 10-Q and Form 8-K. A further list and description of risks and uncertainties at Integrys can be found in Integrys’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports filed on Form 10-Q and Form 8-K.

 

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Additional Information and Where to Find It

 

In connection with the proposed merger, Wisconsin Energy filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that includes a joint proxy statement/prospectus for the shareholders of Wisconsin Energy and Integrys. The registration statement was declared effective by the SEC on October 6, 2014. Each of Wisconsin Energy and Integrys mailed the joint proxy statement/prospectus to their respective shareholders and will file other documents regarding the proposed merger with the SEC. Wisconsin Energy and Integrys urge investors and shareholders to read the joint proxy statement/prospectus, as well as other documents filed with the SEC when they become available, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov, from Wisconsin Energy at Wisconsin Energy Corporation, Corporate Secretary, 231 W. Michigan St., P.O. Box 1331, Milwaukee, WI 53201, or from Integrys at Integrys Energy Group, Inc., Investor Relations, 200 East Randolph Street, 23rd Floor, Chicago, IL 60601.

 

Non-solicitation

 

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

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