(Wisconsin Public Service Corporation Letterhead)
April 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wisconsin Public Service Corporation
File No. 1-3016
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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)
PLEASE SIGN AND RETURN THE ENCLOSED
PROXY EVEN IF YOU RETURNED THE ORIGINAL
April 12, 1994
Dear Shareholder:
As of this time, we have not received your Proxy which was mailed to you on
March 25.
Whether your holdings are large or small, we hope that you will want to be
represented at the Annual Shareholders Meeting to be held May 5, 1994.
This year a very important question is included 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.
It is necessary that two-thirds of the shareholders approve the Plan in order
for it to become effective and accordingly, in order to avoid additional Proxy
solicitation expense, it would be appreciated if you would please sign the
proxy and return it to us. Another Proxy and a return envelope are enclosed
for your convenience.
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.
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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.
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.
Should you have any questions about the proxy materials which you have
received, please contact us at 1-800-236-1551.
Sending in your Proxy does not prevent your presence at the meeting. If you
are able to attend, you certainly are most welcome.
Cordially,
/s/ Daniel A. Bollom
Daniel A. Bollom
President and
Chief Executive Officer
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