EXHIBIT (2)-1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made as of this 16th day of May, 1997 by
and among NORTHERN STATES POWER COMPANY, a Minnesota corporation ("NSP"),
WISCONSIN ENERGY CORPORATION ("WEC"), a Wisconsin corporation, NORTHERN POWER
WISCONSIN CORP. ("New NSP"), a Wisconsin corporation and WEC SUB CORP., a
Wisconsin corporation ("WEC Sub").
RECITALS
WHEREAS, NSP, WEC, New NSP and WEC Sub are parties to an Amended and
Restated Agreement and Plan of Merger dated as of April 28, 1995 as amended
and restated as of July 26, 1995 (the "Merger Agreement");
WHEREAS, NSP and WEC are parties to: (a) the NSP Stock Option Agreement
dated as of April 28, 1995 (the "NSP Option Agreement"); and (b) the WEC Stock
Option Agreement dated as of April 28, 1995 (the "WEC Option Agreement");
WHEREAS, the respective Boards of Directors of NSP and WEC have
concluded that the termination of the Merger Agreement is in the best
interests of their respective stockholders, customers and employees; and
WHEREAS, the parties wish to set forth in this Termination Agreement
their agreements concerning the termination of the Merger Agreement pursuant
to Section 9.1(a) of the Merger Agreement and the termination of the NSP
Option Agreement and the WEC Option Agreement.
NOW THEREFORE, in consideration of the Recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:
1. Termination. Effective as of 5:00 p.m. Central Daylight Savings
Time on May 16, 1997, the Merger Agreement is terminated pursuant to Section
9.1(a) thereof by mutual written consent of the Boards of Directors of NSP and
WEC, with no liability on the part of any party to the Merger Agreement or
their respective officers or directors except as described in Section 9.2 of
the Merger Agreement, provided that each party agrees that it shall not assert
any claim that it is entitled to any fees or expenses of any kind pursuant to
Section 9.3 of the Merger Agreement. The NSP Option Agreement and the WEC
Option Agreement are also hereby terminated and are of no further force and
effect.
2. Cooperation. The parties will cooperate in effectuating and
documenting the terminations described in this Termination Agreement,
including executing such other and further documents and taking such other
actions as may be reasonably required.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement
as of the day and year first above written.
NORTHERN STATES POWER COMPANY
By /s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman and Chief Executive
Officer
WISCONSIN ENERGY CORPORATION
By /s/Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
Chairman, President and Chief
Executive Officer
NORTHERN POWER WISCONSIN CORP.
By /s/Xxxxxx X. XxXxxxxx
-------------------------------
Xxxxxx X. XxXxxxxx
President
WEC SUB CORP.
By /s/Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
Chairman, President and Chief
Executive Officer
