UNITED STATES 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): May 8, 2007
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Commission
File Number
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Registrant; State of Incorporation
Address; and Telephone Number
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IRS Employer
Identification No. |
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| 001-09057
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WISCONSIN
ENERGY CORPORATION
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39-1391525 |
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 1331
Milwaukee, WI 53201
(414) 221-2345
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On May 8, 2007, Wisconsin Energy Corporation (the “Company”) entered into an Underwriting
Agreement with respect to the issuance and sale by the Company of $500 million aggregate principal
amount of its 2007 Series A Junior Subordinated Notes due 2067 (the “Junior Subordinated Notes”).
The Junior Subordinated Notes are being issued and sold by the Company in an offering registered
under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3,
Registration No. 333-142664 (the “Registration Statement”). The exhibits filed herewith under Item
9.01 are incorporated by reference as part of the Registration Statement.
In connection with the offering of the Junior Subordinated Notes, executed versions of the
following are filed herewith: (1) the Underwriting Agreement, dated May 8, 2007, by and among the
Company and J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Banc of America Securities
LLC and Deutsche Bank Securities Inc.; (2) Securities Resolution No. 5, dated May 8, 2007, by and
between the Company and The Bank of New York Trust Company, N.A., as trustee, creating the Junior
Subordinated Notes, and including the form of global security; (3) the Replacement Capital
Covenant, dated May 11, 2007, whereby the Company agreed for the benefit of certain of its
debtholders named therein that it would not redeem, defease or purchase the Junior Subordinated
Notes on or before May 15, 2037 unless such redemptions, defeasances or purchases are made from the
proceeds of the sale of specified securities with equity-like characteristics that are the same as,
or more equity-like than, the applicable characteristics of the Junior Subordinated Notes at the
time of such redemption, defeasance or purchase; and (4) the opinion of Troutman Sanders LLP
regarding certain tax matters in connection with the issuance of the Junior Subordinated Notes.
The foregoing description of the Junior Subordinated Notes, the Replacement Capital Covenant
and other documents relating to this transaction does not purport to be complete and is qualified
in its entirety by reference to the full text of the respective documents, copies of which are
attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.