8-K 1 wec8-k070302.htm WEC JULY 3, 2002 FORM 8-K wec 8k

 

 

 

 

 


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):

July 3, 2002

                                    

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

 
     

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

 
     

001-07530

   WISCONSIN GAS COMPANY

39-0476515

 

     (A Wisconsin Corporation)

 
 

     231 West Michigan Street

 
 

     P.O. Box 2046

 
 

     Milwaukee, WI 53201

 
 

     (414) 221-2345

 

 

 

 

WISCONSIN ENERGY CORPORATION

WISCONSIN ELECTRIC POWER COMPANY

WISCONSIN GAS COMPANY

                                    

 

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On July 3, 2002, the Board of Directors of Wisconsin Energy Corporation, upon recommendation of its Audit and Oversight Committee, dismissed Arthur Andersen LLP as its independent accountants and engaged the firm of Deloitte & Touche LLP to audit the books and records of Wisconsin Energy and its subsidiaries, including Wisconsin Electric Power Company and Wisconsin Gas Company, for 2002. Deloitte & Touche LLP will also audit the financial statements of the Wisconsin Energy 401(k) Savings Plans for the year ending December 31, 2002. The members of the Board of Directors of Wisconsin Energy are also the members of the Board of Directors of Wisconsin Electric and Wisconsin Gas and, as such, approved the change with respect to Wisconsin Electric and Wisconsin Gas. Arthur Andersen LLP was notified of this change and Deloitte &Touche LLP of its engagement on July 3, 2002.

Wisconsin Energy, Wisconsin Electric and Wisconsin Gas (the "Companies") engaged Arthur Andersen LLP as their independent accountants on March 8, 2001. From March 8, 2001 through December 31, 2001 and from January 1, 2002 through July 2, 2002, there were no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused that firm to make reference to the subject matter of the disagreement in connection with its reports, and there were no "reportable events" (as defined in SEC Regulation S-K Item 304(a)(1)(v)). Arthur Andersen LLP's reports on the Companies' respective financial statements for 2001 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

The Companies have provided Arthur Andersen LLP with a copy of the disclosures contained herein and then requested that Arthur Andersen LLP furnish them with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Companies herein and, if not, stating the respects in which it does not agree. A copy of Arthur Andersen LLP's letter is filed as Exhibit 16.1 to this Form 8-K.

During the Companies' two most recent fiscal years and during 2002 prior to the Companies' engagement of Deloitte & Touche LLP, neither the Company nor anyone acting on behalf of any of the Companies consulted with Deloitte & Touche LLP regarding either (1) the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on any of the Companies' financial statements or (2) any matter that was either the subject of a disagreement with Arthur Andersen LLP or a "reportable event" (as defined in SEC Regulation S-K Item 304(a)(1)(v)).

 

 

 

 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

  1. Exhibits:

See Exhibit Index following the signature page of this report, which is incorporated herein by reference.

 

 

 

 

 

 

 

 

SIGNATURES

   
   

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants 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: July 8, 2002

Stephen P. Dickson -- Controller and

 

  Principal Accounting Officer

   
 

WISCONSIN ELECTRIC POWER COMPANY

 

(Registrant)

   
   
 

/s/ STEPHEN P. DICKSON                                      

Date: July 8, 2002

Stephen P. Dickson -- Controller and

 

  Principal Accounting Officer

   
   
 

WISCONSIN GAS COMPANY

 

(Registrant)

   
 

/s/ STEPHEN P. DICKSON                                      

Date: July 8, 2002

Stephen P. Dickson -- Controller and

 

  Principal Accounting Officer

 

 

 

 

 

 

 

 

WISCONSIN ENERGY CORPORATION

(Commission File No. 001-09057)

WISCONSIN ELECTRIC POWER COMPANY

(Commission File No. 001-01245)

WISCONSIN GAS COMPANY

(Commission File No. 001-07530)

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EXHIBIT INDEX

to

CURRENT REPORT ON FORM 8-K

Date of Report: JULY 3, 2002

 

The following Exhibit is filed with this Current Report on Form 8-K:

Exhibit No.

    1. Letter of Arthur Andersen LLP to the Securities and Exchange Commission.