WISCONSIN ELECTRIC POWER CO - FORM 8-K - October 3, 2018

Attached files

file filename
EX-5.1 - EXHIBIT 5.1 - WISCONSIN ELECTRIC POWER COtv504133_ex5-1.htm
EX-4.1 - EXHIBIT 4.1 - WISCONSIN ELECTRIC POWER COtv504133_ex4-1.htm
EX-1.1 - EXHIBIT 1.1 - WISCONSIN ELECTRIC POWER COtv504133_ex1-1.htm

 

 

 

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):
October 1, 2018

 

 

 

Commission
File Number		   Registrant; State of Incorporation;
Address; and Telephone Number 		  IRS Employer
Identification No.

 

001-01245   WISCONSIN ELECTRIC POWER COMPANY   39-0476280
    (A Wisconsin Corporation)    
    231 West Michigan Street    
    P.O. Box 2046    
    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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

WISCONSIN ELECTRIC POWER COMPANY

 

ITEM 8.01 OTHER EVENTS.

 

On October 1, 2018, Wisconsin Electric Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of $300,000,000 aggregate principal amount of 4.30% Debentures due October 15, 2048 (the “Debentures”). The Debentures 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. 333-222429 (the “Registration Statement”). The exhibits filed herewith under Item 9.01 are incorporated by reference as part of the Registration Statement.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

1.1Underwriting Agreement, dated October 1, 2018, among the Company and BNP Paribas Securities Corp., PNC Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters, relating to $300,000,000 aggregate principal amount of the Company’s 4.30% Debentures due October 15, 2048.

 

4.1Securities Resolution No. 17 of the Company, dated as of October 1, 2018, under the Indenture for Debt Securities, dated as of December 1, 1995, between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee.

 

5.1Opinion of Joshua M. Erickson, Director – Legal Services – Corporate and Finance.

 

23.1Consent of Joshua M. Erickson, Director – Legal Services – Corporate and Finance (included in Exhibit 5.1).

 

 

 

 

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 ELECTRIC POWER COMPANY
                             (Registrant)
   
Date: October 4, 2018 /s/ William J. Guc
  William J. Guc — Vice President and Controller

 

 

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