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Commission
File
Number
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Registrant;
State of Incorporation
Address;
and Telephone Number
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IRS
Employer
Identification
No.
|
|
1-11337
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INTEGRYS
ENERGY GROUP, INC.
(A
Wisconsin
Corporation)
130
East
Randolph Drive
Chicago,
Illinois 60601-6207
(312)
228-5400
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39-1775292
|
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
||
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At
a meeting
held on December 6, 2007, the Board of Directors of Integrys Energy
Group
decided that, effective April 1, 2008, the Peoples Energy Corporation
Executive Deferred Compensation Plan, the Peoples Energy Corporation
Directors’ Deferred Compensation Plan and the Peoples Energy Corporation
Directors’ Stock and Option Plan (collectively, the “Peoples Deferred
Compensation Plans”) will be merged with and into the Integrys Energy
Group, Inc. Deferred Compensation Plan (the “Integrys
Plan”). Participant deferrals in the Peoples Deferred
Compensation Plans for services performed through December 31, 2007
will
be credited to and administered in accordance with the terms of those
plans. Effective January 1, 2008, no additional deferrals will
be allowed into the Peoples Deferred Compensation Plans and, instead,
will
be deferred into the Integrys Plan.
At
the
December 6, 2007 meeting, the Board of Directors also amended the
Integrys
Plan to:
1)
effective
April 1, 2008, allow participants to transfer balances in Reserve
Account
A (which is already closed to new contributions) to other available
investment options under the Integrys Plan, but amounts so transferred
may
not be subsequently transferred back to Reserve Account A;
2)
effective
March 31, 2008, close Reserve Account B to any new contributions
and
beginning April 1, 2008 allow balances in Reserve Account B to be
transferred to other available investment options under the Integrys
Plan,
but amounts so transferred may not be subsequently transferred back
to
Reserve Account B; and
3)
effective
for deferrals of annual incentive payments after April 1, 2008, eliminate
the 5% premium for deferrals allocated to Integrys Energy Group Stock
Units.
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Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
||
|
At
a meeting
held on December 6, 2007, the Board of Directors of Integrys Energy
Group
adopted amendments to the By-laws to allow for the issuance and transfer
of shares without certificates. As a result of such amendments,
Integrys Energy Group will be eligible to participate in the Direct
Registration System, as required by the New York Stock
Exchange. Previously, Integrys Energy Group’s By-laws provided
for certificated shares only.
|
|||
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Item
9.01
|
Financial
Statements and Exhibits.
|
||
|
(a)
|
Not
applicable.
|
||
|
(b)
|
Not
applicable.
|
||
|
(c)
|
Exhibits. The
following exhibit is being filed herewith:
|
||
|
(3.1)
|
Amendments
to
the By-laws of Integrys Energy Group, Inc. adopted December 6,
2007
|
||
|
(3.2)
|
Integrys
Energy Group, Inc. By-laws as in effect at December 6,
2007
|
||
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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.
|
|
|
INTEGRYS
ENERGY GROUP, INC.
By: /s/
Barth J.
Wolf
Barth
J. Wolf
Vice
President, Chief Legal Officer and Secretary
|
|
|
Date: December
12, 2007
|
|
|
Exhibit
Number
|
|
|
(3.1)
|
Amendments
to
the By-laws of Integrys Energy Group, Inc. adopted December 6,
2007
|
|
(3.2)
|
Integrys
Energy Group, Inc. By-laws as in effect at December 6,
2007
|