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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):

August 16, 2004 (July 31, 2004)

                                    

Commission

Registrant; State of Incorporation

IRS Employer

File Number

Address; and Telephone Number

Identification No.

           

                                 

                  

     

001-09057

   WISCONSIN ENERGY CORPORATION

39-1391525

 

     (A Wisconsin Corporation)

 
 

     231 West Michigan Street

 
 

     P.O. Box 2949

 
 

     Milwaukee, WI 53201

 
 

     (414) 221-2345

 
     
     

 

 

 

WISCONSIN ENERGY CORPORATION

                                    

 

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

Effective July 31, 2004, Wisconsin Energy Corporation ("WEC") completed the sale of all of the issued and outstanding stock of its wholly-owned subsidiary, WICOR, Inc. ("WICOR"), to Pentair, Inc. ("Pentair") for $850 million in cash, subject to post-closing adjustments. Pentair also assumed approximately $25 million in third party debt. At the time of the closing, WICOR's only asset was its equity interest in WICOR Industries, LLC ("WICOR Industries"). WICOR Industries and its consolidated subsidiaries engage in the manufacture of pumps, water treatment products and fluid handling equipment with manufacturing, sales and distribution facilities in the United States and several other countries. The amount of consideration received in the transaction was the result of arms length negotiations between WEC and Pentair.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)     Financial Statements of Business Acquired:

          Not applicable.

(b)     Pro Forma Financial Information:

          The pro forma financial information to be filed pursuant to Item 7(b) of Form 8-K is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(c)     Exhibits:

Exhibit No.

         2 Plan of acquisition, reorganization, arrangement, liquidation or succession

          2.1     Stock Purchase Agreement among Pentair, Inc., WICOR, Inc. and Wisconsin Energy Corporation, dated February 3, 2004 ("Stock Purchase Agreement"). (Exhibit 2.1 to Wisconsin Energy Corporation's 06/30/04 Form 10-Q.)

          2.2     Amendment to the Stock Purchase Agreement among Pentair, Inc., WICOR, Inc. and Wisconsin Energy Corporation, dated July 23, 2004. (Exhibit 2.2 to Wisconsin Energy Corporation's 06/30/04 Form 10-Q).

          99 Additional exhibits

          99.1     Pro forma financial information to be filed pursuant to Item 7(b) of Form 8-K.

 

 

 

 

 

 

 

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 hereunto duly authorized.

   
   
   
 

WISCONSIN ENERGY CORPORATION

 

(Registrant)

   
 

/s/ STEPHEN P. DICKSON                                      

Date: August 16, 2004

Stephen P. Dickson -- Controller and

 

  Principal Accounting Officer