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WISCONSIN ENERGY CORP. AND WISCONSIN SOUTHERN GAS COMPANY AGREE ON ACQUISITION OF WISCONSIN SOUTHERN BY WISCONSIN ENERGY

 MILWAUKEE, May 12 /PRNewswire/ -- The boards of directors of Wisconsin Energy Corp. (NYSE: WEC) and Wisconsin Southern Gas Company, Inc. announced today that they had reached an agreement in principle for the acquisition of Wisconsin Southern by Wisconsin Energy. All outstanding shares of Wisconsin Southern common stock would be converted into shares of Wisconsin Energy common stock based on a value of $44.50 for each share of Wisconsin Southern common stock in a transaction proposed to be structured as a tax-free reorganization. The exact number of shares of Wisconsin Energy common stock to be issued in the transaction will be determined based on mutually agreeable share exchange ratio provisions to be established in the definitive agreement to be negotiated. On May 12, 1993, Wisconsin Southern had 1,003,392 shares outstanding.
 The transaction is subject to the negotiation and execution of a definitive agreement and approval by the boards of directors of both companies and by the shareholders of Wisconsin Southern, all requisite regulatory approvals, and the effectiveness of a registration statement to be filed with the Securities and Exchange Commission covering the Wisconsin Energy shares to be issued in the transaction.
 Wisconsin Natural Gas Co., a Wisconsin Energy subsidiary, is the state's second largest gas distribution company. Wisconsin Natural, headquartered in Racine, has 280,000 customers. Its Southeastern Wisconsin service area is adjacent to the area served by Wisconsin Southern. Wisconsin Southern is headquartered in Lake Geneva and has 48,000 customers.
 No additional details of the proposed combination will be announced at this time.
 -0- 5/12/93
 /CONTACT: Chuck Ziegler of Wisconsin Energy, 414-221-4444/
 (WEC)


CO: Wisconsin Energy Corp. ST: Wisconsin IN: UTI SU:

LC -- CL029 -- 7893 05/13/93 08:00 EDT
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Publication:PR Newswire
Date:May 13, 1993
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