Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended
Filer: Wisconsin Energy Corporation
Filers Commission File No.: 001-09057
Subject Company: Integrys Energy Group, Inc.
Commission File No.: 1-11337
Date: June 19, 2015
The following communication was provided to employees of Wisconsin Energy Corporation and Integrys Energy Group, Inc. on June 19, 2015.
Senior leadership announced for WEC Energy Group
Gale Klappa, chairman and chief executive of Wisconsin Energy Corporation, today announced the new senior leadership positions of the WEC Energy Group.
The acquisition of Integrys by Wisconsin Energy still requires approval by the Illinois Commerce Commission, which is expected to make its decision by early July. If the transaction is approved, the individuals listed below will assume leadership roles for the WEC Energy Group immediately upon closing. Additional personnel announcements will be made after the closing.
Our focus from day one will be on building a great company that will excel in customer satisfaction, financial discipline, and operating excellence, Klappa said.
This organizational structure represents the first positive step toward our goal tapping into the diversity of knowledge and talent that exists today across our companies.
Following are the leadership positions at WEC Energy Group for which decisions have been made at this time. (Photos and biographical information may be accessed here.)
Gale Klappa |
|
Chairman and Chief Executive Officer |
Reporting to Gale Klappa |
Allen Leverett |
|
President Wisconsin, Michigan and Minnesota |
Charles Matthews |
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President Illinois |
Jerry Franke |
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President Wispark |
Kevin Fletcher |
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Executive Vice President Customer Service and Operations |
Bert Garvin |
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Executive Vice President External Affairs |
Pat Keyes |
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Executive Vice President and Chief Financial Officer |
Susan Martin |
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Executive Vice President, General Counsel and Corporate Secretary |
Joan Shafer |
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Executive Vice President Human Resources and Organizational Effectiveness |
Beth Straka |
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Senior Vice President Communications and Investor Relations |
Heidi Humbert |
|
Vice President and Chief Audit Officer |
Reporting to Allen Leverett - President Wisconsin, Michigan and Minnesota
Dan Krueger |
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Senior Vice President Wholesale Energy and Fuels |
Chris Akkala |
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Vice President Wholesale Energy and Fuels (reporting to Dan Krueger) |
Tom Metcalfe |
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Senior Vice President Power Generation |
Pat Stiff |
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Vice President Coal Generation (reporting to Tom Metcalfe) |
Paul Spicer |
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Vice President Gas and Renewable Generation (reporting to Tom Metcalfe) |
Jim Petersen |
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Director Engineering (reporting to Tom Metcalfe) |
Al Mihm |
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Director Major Projects (reporting to Tom Metcalfe) |
Raul Villarreal |
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Asset Manager Valley Power Plant (reporting to Tom Metcalfe) |
Susan Crane |
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Manager Special Projects (reporting to Tom Metcalfe) |
Jerry Fulmer |
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Vice President Supplier Diversity |
Ron Herr |
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Vice President Michigan Operations |
Bill Mastoris |
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Vice President Supply Chain and Fleet |
Jewel Currie |
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Director Fleet (reporting to Bill Mastoris) |
Bruce Ramme |
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Vice President Environmental |
Barry McNulty |
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Director Wisconsin Communications (dual reporting relationship to Beth Straka) |
Dave Kult |
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General Manager Minnesota Operations |
Mary Boettcher |
|
President Integrys Transportation Fuels |
Reporting to Charles Matthews - President Illinois
Officers reporting to Charles Matthews are as follows. Other direct reports will be announced post-closing.
Andy Hesselbach |
|
Vice President Construction |
Michelle Rindt |
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Vice President Customer Service |
Lori Rolfson |
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Vice President Operations |
Reporting to Kevin Fletcher - Executive Vice President Customer Service and Operations
Brian Dobberke |
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Vice President Wisconsin Field Operations |
Dave Megna |
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Vice President Wisconsin System Operations |
Vern Peterson |
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Vice President Wisconsin Electric Distribution Asset Management |
Bob Whitefoot |
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Vice President Gas Distribution Asset Management |
John Zaganczyk |
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Vice President Customer Service |
Sue Clausing |
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Assistant to the Executive Vice President |
Tim Lang |
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Director Business Effectiveness and Integration |
Cara Fuller |
|
Director Customer Operations Support |
Reporting to Bert Garvin - Executive Vice President External Affairs |
Wally Kunicki |
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Senior Vice President State Public Affairs |
Thelma Sias |
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Vice President Local Affairs (reporting to Wally Kunicki) |
Darnell DeMasters |
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Vice President Federal Government Affairs |
Matt Nugen |
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Director Federal Government Relations (reporting to Darnell DeMasters) |
Pat Schillinger |
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Vice President State Legislative and Local Affairs |
Jim Schubilske |
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Vice President State Regulatory Affairs |
Jim Keller |
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Director Federal Regulatory Affairs |
Reporting to Pat Keyes - Executive Vice President and Chief Financial Officer |
Steve Dickson |
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Vice President and Controller |
Bill Guc |
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Vice President |
David Hughes |
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Vice President Tax |
Scott Lauber |
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Vice President and Treasurer |
Molly Mulroy |
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Vice President and Chief Information Officer |
Annette Blanchard |
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Manager Business Performance |
Michael Kaminski |
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Manager Corporate Risk/Pension |
The ICE Program will report to Pat Keyes.
Reporting to Susan Martin - Executive Vice President, General Counsel and Corporate Secretary |
Keith Ecke |
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Assistant Corporate Secretary |
Joshua Erickson |
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Director Legal Services Corporate and Finance |
Gavin McCarty |
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Director Legal Services Business |
TBD |
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Manager Ethics and Compliance |
TBD |
|
Manager Corporate Information Management |
Reporting to Joan Shafer - Executive Vice President Human Resources and Organizational Effectiveness |
John Kleczynski |
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Vice President Client and Workforce Relations |
Lisa George |
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Director Total Compensation |
John Crawford |
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Manager Facility Management |
Tom Eells |
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Manager Physical Security |
Brad Schmieding |
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Manager Business Effectiveness and Integration |
Tim Smith |
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Manager Administrative Services |
Human Resources will also have responsibility for talent acquisition; organizational effectiveness; diversity; and safety, health and wellness. Organization to be determined.
Reporting to Beth Straka - Senior Vice President Communications and Investor Relations
Barry McNulty |
|
Director Corporate Communications (dual reporting relationship to Allen Leverett) |
Colleen Henderson |
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Manager Investor Relations |
Karmen Lemke |
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Administrator Wisconsin Public Service Foundation |
Patti McNew |
|
Administrator We Energies Foundation |
Reporting to Heidi Humbert - Vice President and Chief Audit Officer |
Kevin Naughton |
|
Director Audit Services |
Rich Stasik |
|
Manager IT Audit Services |
Margaret Thorpe-Haass |
Manager SOX Compliance | |
Susie York |
|
Manager Audit Services |
Cautionary Statements Regarding Forward-Looking Information
This communication contains certain forward-looking statements with respect to the financial condition, results of operations and business of Wisconsin Energy and Integrys and the combined businesses of Integrys and Wisconsin Energy and certain plans and objectives of Wisconsin Energy and Integrys with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, hope, aim, continue, will, may, would, could or should or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the proposed merger; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses of Wisconsin Energy and Integrys will not be integrated successfully; disruption from the proposed merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; the possibility that the proposed merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; and the risk that financing for the proposed merger may not be available on favorable terms. These forward-looking statements are based on numerous assumptions and assessments made by Wisconsin Energy and/or Integrys in light of their experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors that each party believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this communication could cause actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this communication. Neither Wisconsin Energy nor Integrys assumes any obligation to update the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. A further list and description of risks and uncertainties at Wisconsin Energy can be found in Wisconsin Energys Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports filed on Form 10-Q and Form 8-K. A further list and description of risks and uncertainties at Integrys can be found in Integryss Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports filed on Form 10-Q and Form 8-K.
Additional Information and Where to Find It
In connection with the proposed merger, Wisconsin Energy filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 that includes a joint proxy statement/prospectus for the shareholders of Wisconsin Energy and Integrys. The registration statement was declared effective by the SEC on October 6, 2014. Each of Wisconsin Energy and Integrys mailed the joint proxy statement/prospectus to their respective shareholders and will file other documents regarding the proposed merger with the SEC. Wisconsin Energy and Integrys urge investors and shareholders to read the joint proxy statement/prospectus, as well as other documents filed with the SEC when they become available, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SECs web site, http://www.sec.gov, from Wisconsin Energy at Wisconsin Energy Corporation, Corporate Secretary, 231 W. Michigan St., P.O. Box 1331, Milwaukee, WI 53201, or from Integrys at Integrys Energy Group, Inc., Investor Relations, 200 East Randolph Street, 23rd Floor, Chicago, IL 60601.
Non-solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.