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): September 1, 1994
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Wisconsin Public Service Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin
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(State or other jurisdiction of incorporation)
1-3016 39-0715160
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(Commission File Number) (IRS Employer Identification No.)
700 North Adams Street, P. O. Box 19001, Green Bay, WI 54307
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 433-1445
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Index to Exhibits is on Page 4
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ITEM 5. Other Events.
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On September 1, 1994, Articles of Share Exchange
implementing the Agreement and Plan of Share Exchange dated January
17, 1994 (the "Plan") between WPS Resources Corporation and
Wisconsin Public Service Corporation were filed in the office of
the Wisconsin Secretary of State. Pursuant to the Plan each
outstanding share of Common Stock of Wisconsin Public Service
Corporation was automatically exchanged as of that date for one
share of Common Stock, $1 par value, of WPS Resources Corporation
(the "Share Exchange"), and WPS Resources Corporation became the
owner of all of the outstanding Common Stock of Wisconsin Public
Service Corporation. The Plan had previously been approved by the
holders of Wisconsin Public Service Corporation Common Stock at the
annual meeting held May 5, 1994, and the regulatory approvals
required for implementation of the Plan have been received from the
Public Service Commission of Wisconsin, the Federal Energy
Regulatory Commission, the Securities and Exchange Commission and
the Nuclear Regulatory Commission.
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits.
(2) Articles of Share Exchange as filed with the
Wisconsin Secretary of State.
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SIGNATURES
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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.
WISCONSIN PUBLIC SERVICE CORPORATION
/s/ R. H. Knuth
By:___________________________________
R. H. Knuth
Assistant Vice President-Secretary
Date: September 1, 1994
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<PAGE>
EXHIBIT INDEX
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Exhibit Page
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(2) Articles of Share Exchange as 1
filed with the Wisconsin Secretary
of State.
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ARTICLES OF SHARE EXCHANGE
WPS RESOURCES CORPORATION
(a Wisconsin corporation)
The Acquiring Corporation
and
WISCONSIN PUBLIC SERVICE CORPORATION
(a Wisconsin corporation)
The Acquired Corporation
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In accordance with and pursuant to Section 180.1105 of the Wisconsin
Business Corporation Law ("WBCL"), WPS Resources Corporation, a Wisconsin
corporation ("Acquiring Corporation"), as of the 1st day of September, 1994,
DOES HEREBY EXECUTE the following ARTICLES OF SHARE EXCHANGE:
ARTICLE 1
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The Agreement and Plan of Share Exchange by and between the
Acquiring Corporation and Wisconsin Public Service Corporation, a Wisconsin
corporation (the "Acquired Corporation"), dated as of January 17, 1994 ("Plan
of Share Exchange"), a true and correct copy of which is attached hereto as
Exhibit A and hereby incorporated by reference herein, was approved in
accordance with Section 180.1103 of the WBCL.
ARTICLE 2
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The Board of Directors of Acquired Corporation, in accordance with
its Restated Articles of Incorporation, as amended, and By-laws and the WBCL,
approved and adopted the Plan of Share Exchange and the transactions
contemplated thereby on December 9, 1993.
ARTICLE 3
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The stockholders of Acquired Corporation, in accordance with
Acquired Corporation's Restated Articles of Incorporation, as amended, and
By-laws and the WBCL, approved and adopted the Plan of Share Exchange and the
transactions contemplated thereby on May 5, 1994.
ARTICLE 4
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The Board of Directors of the Acquiring Corporation, in accordance
with the Acquiring Corporation's Articles of Incorporation and By-laws and the
WBCL, approved and adopted the Plan of Share Exchange and the transactions
contemplated thereby and directed the submission of the Plan of Share Exchange
to the sole shareholder of the Acquiring Corporation on December 9, 1993.
1
<PAGE>
ARTICLE 5
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Acquired Corporation, as the then sole shareholder of the Acquiring
Corporation, in accordance with the Acquiring Corporation's Articles of
Incorporation and By-laws and the WBCL, approved and adopted the Plan of Share
Exchange and the transactions contemplated thereby on December 9, 1993.
ARTICLE 6
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These Articles of Share Exchange shall be effective, and the
exchange of shares provided for under the Plan of Share Exchange shall take
effect, upon the filing of these Articles of Share Exchange with the office of
the Wisconsin Secretary of State.
IN WITNESS WHEREOF, the Acquiring Corporation has caused these
Articles of Share Exchange to be executed by its duly authorized officers as
of the day and year first above written.
WPS RESOURCES CORPORATION
/s/ Daniel A. Bollom
By:_________________________________
Daniel A. Bollom
President and Chief Executive
Officer
/s/ Robert H. Knuth
Attest:______________________________
Robert H. Knuth
Secretary
These Articles of Share Exchange have been drafted by, and should be
returned to, Michael S. Nolan, Esq., Foley & Lardner, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
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