As filed with the Securities and Exchange Commission on March 20, 2003
Registration No. 333-69592
333-69592-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
Filed Pursuant to Rule 462(d)
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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)
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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. [_]
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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. [_]
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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
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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
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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
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/s/ RICHARD A. ABDOO* /s/ BARBARA L. BOWLES*
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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*
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Paul Donovan, Executive Vice President Robert A. Cornog, Director
and Chief Financial Officer
(Principal Financial Officer)
/s/ STEPHEN P. DICKSON* /s/ WILLIE D. DAVIS*
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Stephen P. Dickson, Controller Willie D. Davis, Director
(Principal Accounting Officer)
/s/ JOHN F. AHEARNE* /s/ RICHARD R. GRIGG*
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John F. Ahearne, Director Richard R. Grigg, Director
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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*
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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
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Paul Donovan
Executive Vice President and
Chief Financial Officer
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