April 11, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wisconsin Public Service Corporation
File No. 1-3016
Ladies/Gentlemen:
Pursuant to Rule 14a-6(j), Wisconsin Public Service Corporation (the "Company")
is filing herewith as additional soliciting material a form of letter which the
registrant proposes to send to certain of its shareholders. The Company believes
that this letter does not contain any information which is materially different
from, or additional to, the information contained in the prospectus/registration
statement of its wholly-owned subsidiary, WPS Resources Corporation
(Registration No. 33-52199) which became effective on March 3, 1994, and
therefore does not believe that this letter need be filed as an amendment to
such prospectus/proxy statement.
Sincerely,
/s/ Robert H. Knuth
Robert H. Knuth
Assistant Vice President-Secretary
Attach.
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(Wisconsin Public Service Corporation Letterhead)
April 12, 1994
Dear Shareholder:
The Proxy for this year's Annual Shareholders Meeting to be held May 5, 1994
includes a very important question requesting that common stock shareholders
approve a plan of corporate restructuring. The restructuring in the form of a
parent holding company is being proposed to create a structure which can more
effectively address the growing competition in the energy industry, facilitate
selective diversification into non-utility businesses which are related to the
utility business of Wisconsin Public Service Corporation or energy
conservation or energy resources or which otherwise benefit the service
territory of Wisconsin Public Service Corporation (the "Company"), afford
separation between utility and non-utility businesses and provide additional
flexibility for financing and maintaining appropriate utility capital ratios.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE APPROVAL OF THE PLAN
IS IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY
RECOMMENDS THAT HOLDERS OF COMPANY COMMON STOCK VOTE FOR APPROVAL OF THE PLAN.
Our records indicate that you "abstained" (which is equal to a "no" vote) or
voted "no" on this issue. In reviewing the Proxy Statement for the 1994
Annual Meeting of Shareholders (the "Proxy Statement") of the Company, a
number of shareholders have noted that the par value of each share of common
stock of WPS Resources Corporation ("WPS Resources") is $1, or $3 less than
the par value of each share of common stock of the Company - which is $4 - and
have inquired as to the significance of such difference in par values.
The primary function of par value is to fix a minimum subscription or original
issue price for shares sold by a corporation but does not apply to subsequent
resales of such shares and generally has little or no relationship to the
market value of such shares. The requirement that shares be issued for not
less than their par value still applies to the Company (but not to WPS
Resources) under provisions of Wisconsin law relating to the issuance of
securities by public service corporations.
The only function of par value under the Wisconsin Business Corporation Law
(WBCL) is to establish the maximum potential liability of shareholders under
Section 180.0622(2)(b) of the WBCL for debts owing to employees of the
corporation for services performed for the corporation, but not exceeding six
months service in any one case. Lowering the par value of the shares may
possibly lessen the potential liability for such wage claims. The WBCL,
however, contains no definition of par value, and, as noted at the top of page
37 of the Proxy Statement, one Wisconsin court has interpreted a predecessor
statute to mean that shareholders are liable up to an amount equal to the
consideration for which their shares were issued.
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In summary par value has virtually no significance for a Wisconsin corporation
such as WPS Resources, except that there is at least a possibility that the
reduction of the par value from $4 in the case of Company to $1 in the case of
WPS Resources may reduce the potential statutory liability of WPS Resources
shareholders for employee wage claims.
It is necessary that two-thirds of the shareholders approve the Plan in order
for it to become effective. In view of the importance of this issue to the
future of the Company, we ask if you would please reconsider your vote, and if
you do so, return the enclosed proxy to us.
Should you have questions about any of the proxy materials, please contact us
at 1-800-236-1551.
Cordially,
/s/ Dan Bollom
Daniel A. Bollom
President and
Chief Executive Officer
