Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
WPS RESOURCES CORPORATION WISCONSIN PUBLIC SERVICE CORPORATION
(Exact name of registrants as specified in their charters)
Wisconsin 39-1775292 Wisconsin 39-0715160
(State or other (I.R.S. (State or other (I.R.S.
jurisdiction of Employer jurisdiction of Employer
incorporation or identification incorporation or identification
organization) No.) organization) No.)
700 North Adams Street
P. O. Box 19001
Green Bay, Wisconsin 54307
(Address of principal executive offices)
WPS Resources Corporation Deferred Compensation Plan
(Full title of the plan)
Daniel A. Bollom Copy to:
President and Chief Executive Officer
WPS Resources Corporation Michael S. Nolan
and Wisconsin Public Service Foley & Lardner
Corporation 777 East Wisconsin Avenue
700 North Adams Street Milwaukee, Wisconsin 53202-5367
P. O. Box 19001 Telephone Number: 414-297-5672
Green Bay, Wisconsin 54307
Telephone Number: 414-433-1598
(Name, address and telephone number,
including area code, of agent for
service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Deferred $5,890,000 100% $5,890,000(2) $2,031
Compensation
Obligations (1)
Common Stock, 30,000
$1.00 par shares $32.3125(3) $969,375(3) $335
value(1)
(1) The Deferred Compensation Obligations are unsecured obligations of
WPS Resources Corporation and Wisconsin Public Service Corporation to
pay deferred compensation in the future to certain of their employees
in accordance with the terms of the WPS Resources Corporation
Deferred Compensation Plan. Certain of such Deferred Compensation
Obligations may be fulfilled, at the option of WPS Resources
Corporation or Wisconsin Public Service Corporation, as the case may
be, in cash or Common Stock of WPS Resources Corporation;
accordingly, 30,000 shares of Common Stock of WPS Resources
Corporation are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices of the Common Stock as
reported by the New York Stock Exchange on December 14, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
Page ___ of ____ pages. The Exhibit Index is located at page ___.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by Wisconsin
Public Service Corporation (the "Company") and WPS Resources Corporation
("WPS Resources") with the Commission and are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which includes audited financial statements as of and
for the year then ended.
(b) WPS Resources Annual Report on Form 10-K for the year ended
December 31, 1994, which includes audited financial statements as of and
for the year then ended.
(c) All other reports filed by the Company and WPS Resources
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since December 31, 1994.
(d) The description of the capital stock of WPS Resources
contained in Item 1 of the Company's Registration Statement on Form 8-B,
filed June 1, 1994 with the Commission, and any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Company, WPS Resources
or the Wisconsin Public Service Corporation Deferred Compensation Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of filing of this Registration Statement and
prior to such time as the Company and WPS Resources files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
The Common Stock of WPS Resources is registered under Section 12
of the Exchange Act and, accordingly, no description is provided
hereunder.
Under the Plan, eligible employees of WPS Resources and the
Company ("Participant(s)") may voluntarily defer up to 30% of such
Participant's compensation, in increments of 1%. A Participant may defer
more than 30% of his or her compensation only with the approval of the
Compensation Committee of the Board of Directors of WPS Resources (the
"Compensation Committee"). Two separate accounts are established under
the Plan for determining the amount of benefits accumulated by
Participants pursuant to voluntary deferrals, an account known as Reserve
Account B and an account known as a Stock Account. The obligations
("Obligations") to pay to Participants amounts voluntarily deferred into
such accounts pursuant to the Plan will be unsecured obligations of the
entity obligated to pay the compensation which was deferred.
Reserve Account B. Reserve Account B will be credited with that
portion of a voluntary deferral made by a Participant which such
Participant elects to allocate to this account plus any amount in excess
of 30% of compensation which an executive elects to defer in any year.
Balances of Participants in Reserve Account B will be credited with an
interest equivalent for each month at a rate equal to the greater of (i)
0.5% or (ii) 70% of 1/12th of the ROE (return on equity) for the 12-month
period ended on the respective preceding September 30 for the months of
January through March and October through December and for the 12-month
period ended on the preceding March 31 for the months of April through
September. The Compensation Committee may revise the interest equivalent
rate for Reserve Account B or the manner in which such rate is calculated,
but the rate may not be reduced below 6% per annum.
Change in Control. In the event of a "Change in Control", the
minimum interest equivalent rate under Reserve Account B shall be the
greater of (i) 6% per annum or (ii) a rate equal to two percentage points
above the prime lending rate of Firstar Bank Milwaukee, Milwaukee,
Wisconsin. A Change in Control means any of the following events:
(i) approval by the shareholders of WPS Resources or the
Company of a merger or consolidation of WPS Resources or
the Company with or into another corporation if neither WPS
Resources, the Company nor any of their subsidiaries will
be the surviving corporation or a disposition of all or
substantially all of WPS Resources' or the Company's assets
other than to a subsidiary of WPS Resources or the Company;
(ii) the acquisition by any person (other than WPS Resources or
the Company or any of their subsidiaries or the Wisconsin
Public Service Corporation Employee Stock Ownership Plan
and Trust or the WPS Resources Corporation Deferred
Compensation and Supplemental Benefits Trust (the "Trust"))
of beneficial ownership of 15% or more of the voting power
of the shares of capital stock of WPS Resources;
(iii) during any consecutive two-year period, a majority of
the Board of Directors of WPS Resources consists of
persons who were neither directors at the beginning of
such period nor persons whose nominations or elections
were approved by a vote of two-thirds of the directors
then in office;
(iv) a loss of 15% or more of the customers of the Company
resulting from the exercise of statutorily granted
condemnation powers by any government entity.
Stock Account. The Stock Account will be credited with that
portion of a voluntary deferral (not exceeding an amount equal to 30% of a
Participant's compensation for any year) made by a Participant after
December 31, 1995 which such Participant elects to allocate to this
account. Each month, such deferrals and dividends payable on stock units
will be converted, for record keeping purposes, into whole and fractional
stock units based on the average purchase price of all shares of Common
Stock of WPS Resources (the "Common Stock") purchased during that month by
or on behalf of the Trust and the WPS Resources Corporation Stock
Investment Plan. Participants electing to allocate deferrals to the Stock
Account will have no rights of a shareholder resulting from the stock
units in their account. The Company may, however, elect to have shares of
Common Stock purchased by the Trust in an amount equal to a portion of the
stock units in the Stock Account. Under the Trust, although Participants
under the Plan will have no proprietary interest in shares purchased by
the Trust and will remain general unsecured creditors of the Company with
respect to amounts deferred under the Plan, shares held by the Trust will
for purposes of exercising voting rights, be allocated proportionately to
the share units in the respective Participants' stock accounts and voted
in accordance with the instructions of such Participants. Voluntary
deferrals in excess of 30% of a Participant's compensation for any year
will be credited to Reserve Account B.
Elections. Elections respecting deferrals may be revised
prospectively prior to the beginning of each month. In the case of
Participants subject to Section 16 of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), on or after the mandatory effective date for
complying with the new Rule 16b-3 of the Securities and Exchange
Commission, revised elections will be effective only as to months
commencing at least six months after the revised election is received by
the Secretary of the Company.
Distributions. Distributions from Deferred Compensation Plan
Accounts will be made in 1, 3, 6, 9, 12 or 15 annual installments, as
elected by the Participant and will commence within 60 days following the
end of the calendar year in which occurs the Participant's retirement or
termination of employment or service. A Participant may modify a
distribution election with respect to timing and number of installments,
but such revision will take effect only if the Participant remains a
director of, or employed by, the Company or a subsidiary or affiliate
thereof for 24 consecutive months following the revised election. For
purposes of determining distribution amounts, share units in the Stock
Account will be valued on the basis of the closing price as reported in
The Wall Street Journal as New York Stock Exchange-Composite Transactions
on January 21 (or if not a trading day the next preceding trading day) of
each year.
Distributions attributable to a Participant's Stock Account
shall be made in cash and/or whole shares of Common Stock as determined by
the Compensation Committee in its sole discretion. Distributions
attributable to Reserve Account B shall be made in cash. Unless a
Participant otherwise elects, income tax on each distribution will be
withheld from the cash portion of the distribution and Common Stock will
be used to satisfy withholding obligations only to the extent that the
cash portion of the distribution is insufficient. For Participants
subject to Section 16 of the 1934 Act, elections must be received by the
Secretary of the Company at least six months prior to the date the Common
Stock is distributed.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation law and Article
VI of the By-Laws of each of WPS Resources and the Company, directors and
officers of each of WPS Resources and the Company are entitled to
mandatory indemnification from each of WPS Resources and Company,
respectively, against certain liabilities and expenses to the extent such
officers or directors are successful on the merits or otherwise in
connection with a proceeding, unless it is determined that the director or
officer breached or failed to perform his duties to the WPS Resources
and/or the Company, as the case may be, and such breach or failure
constituted: (a) a willful failure to deal fairly with WPS Resources
and/or the Company, as the case may be, or their respective shareholders
in connection with a matter in which the director or officer had a
material conflict of interest; (b) a violation of the criminal law unless
the director or officer had reasonable cause to believe his or her conduct
was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should also be
noted that the Wisconsin Business Corporation Law specifically states that
it is the policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
WPS Resources and the Company are not subject to personal liability to WPS
Resources and/or the Company, as the case may be, their respective
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status except in circumstances paralleling those in subparagraphs (a)
through (d) outlined above.
The indemnification described above may be broad enough to cover
liabilities under the Securities Act of 1933. The Company and WPS
Resources have in place insurance permitted by the Wisconsin Business
Corporation Law on behalf of its officers and directors which may cover
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4) WPS Resources Corporation Deferred Compensation
Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this
Registration Statement)
Item 9. Undertakings.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer or controlling person of the
Registrants in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrants will, unless in the
opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, and State of
Wisconsin, on this 14th day of December, 1995.
WPS RESOURCES CORPORATION
By: /s/ Robert H. Knuth
Robert H. Knuth
Assistant Vice President and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Robert H. Knuth and Francis J.
Kicsar, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
/s/ Daniel A. Bollom President, Chief December 14, 1995
Daniel A. Bollom Executive Officer and
Director (Principal
Executive Officer)
/s/ Patrick D. Schrickel Vice President December 14, 1995
Patrick D. Schrickel (Principal Financial
Officer)
/s/ Diane L. Ford Controller (Principal December 14, 1995
Diane L. Ford Accounting Officer)
/s/ A. Dean Arganbright Director December 14, 1995
A. Dean Arganbright
/s/ Michael S. Ariens Director December 14, 1995
Michael S. Ariens
/s/ Richard A. Bemis Director December 14, 1995
Richard A. Bemis
/s/ Sister M. Lois, Director December 14, 1995
Bush, SSM
Sister M. Lois Bush, SSM
/s/ Robert C. Gallagher Director December 14, 1995
Robert C. Gallagher
/s/ Kathryn M. Director December 14, 1995
Hasselblad-Pascale
Kathryn M. Hasselblad-
Pascale
/s/ James L. Kemerling Director December 14, 1995
James L. Kemerling
/s/ Linus M. Stoll Director December 14, 1995
Linus M. Stoll
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, and State of
Wisconsin, on this 14th day of December, 1995.
WISCONSIN PUBLIC SERVICE CORPORATION
By: /s/ Robert H. Knuth
Robert H. Knuth
Assistant Vice President and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Robert H. Knuth and Francis J.
Kicsar, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue hereof.
<PAGE>
Signature Title Date
/s/ Daniel A. Bollom President, Chief December 14, 1995
Daniel A. Bollom Executive Officer and
Director (Principal
Executive Officer)
/s/ Patrick D. Schrickel Vice President December 14, 1995
Patrick D. Schrickel (Principal Financial
Officer)
/s/ Diane L. Ford Controller (Principal December 14, 1995
Diane L. Ford Accounting Officer)
/s/ A. Dean Arganbright Director December 14, 1995
A. Dean Arganbright
/s/ Michael S. Ariens Director December 14, 1995
Michael S. Ariens
/s/ Richard A. Bemis Director December 14, 1995
Richard A. Bemis
/s/ Sister M. Lois Bush, Director December 14, 1995
SSM
Sister M. Lois Bush, SSM
/s/ Robert C. Gallagher Director December 14, 1995
Robert C. Gallagher
/s/ Kathryn M. Director December 14, 1995
Hasselblad-Pascale
Kathryn M. Hasselblad-
Pascale
/s/ James L. Kemerling Director December 14, 1995
James L. Kemerling
/s/ Linus M. Stoll Director December 14, 1995
Linus M. Stoll
The Plan. Pursuant to the requirements of the Securities Act of
1933, the members of the Compensation Committee of the WPS Resources
Corporation Board of Directors and Robert H. Knuth, Secretary of WPS
Resources Corporation, who together administer the Plan, have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, and State of
Wisconsin, on this 14th day of December, 1995.
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
By: /s/ A. Dean Arganbright
A. Dean Arganbright
By:/s/ Robert C. Gallagher
Robert C. Gallagher
By:/a/ James L. Kemerling
James L. Kemerling
Members of the Compensation Committee
of the WPS Resources Corporation Board
of Directors
/s/ Robert H. Knuth
Robert H. Knuth, Secretary
WPS Resources Corporation
<PAGE>
EXHIBIT INDEX
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
Exhibit No. Exhibit
(4) WPS Resources Corporation Deferred Compensation
Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit
5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to
this Registration Statement)
EXHIBIT 4
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1996
<PAGE>
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
WPS Resources Corporation ("Company") has established the WPS
Resources Corporation Deferred Compensation Plan (the "Plan") effective
January 1, 1996. The Plan, which replaces Deferred Compensation Plans
008, 009, 010 and 011 previously maintained by Wisconsin Public Service
Corporation, is intended to promote the best interests of the Company and
Participating Employers by (1) attracting and retaining well-qualified
persons for service as non-employee directors of the Company and
Participating Employers; and (2) attracting and retaining key management
employees possessing a strong interest in the successful operation of the
Company and Participating Employers.
<PAGE>
ARTICLE I. DEFINITIONS AND CONSTRUCTION
Section 1.01. Definitions. The following terms have the meanings
indicated below unless the context in which the term is used clearly
indicates otherwise:
(a) "Account" means the record-keeping account or accounts
maintained by the Company for each Participant, including to extent
applicable to any such Participant, Reserve Account A, Reserve Account B
and the Stock Account.
(b) "Beneficiary" means the person or entity designated by the
Participant to be his beneficiary for purposes of this Plan. If a valid
designation of Beneficiary is not in effect at the time of the death of a
Participant, the estate of the Participant is deemed to be the sole
Beneficiary. If a Beneficiary dies while entitled to receive
distributions from the Plan, any remaining payments shall be paid to the
estate of the Beneficiary. Beneficiary designations shall be in writing,
filed with the Secretary, and in such form as the Secretary may prescribe
for this purpose.
(c) "Board" means the Board of Directors of the Company.
(d) "Change of Control" means any of the following events:
(i) The shareholders of Company or WPSC approve
a definitive agreement to merge or
consolidate either Company or WPSC with or
into another corporation in a transaction in
which neither Company, WPSC nor any of
their subsidiaries will be the surviving
corporation, or to sell or otherwise dispose
of all or substantially all of Company's or
WPSC's assets to any corporation, person,
other entity or group (other than Company,
WPSC or any of their subsidiaries);
(ii) any corporation, person, other entity or
group (other than Company, WPSC or any of
their subsidiaries or the Wisconsin Public
Service Corporation Employee Stock Ownership
Plan and Trust or the WPS Resources
Corporation Deferred Compensation Trust)
becomes the beneficial owner of stock
representing fifteen percent (15%) or more
of the voting power of Company's then
outstanding securities;
(iii) during any period of two (2)
consecutive years, individuals who
at the beginning of such period
were members of the Board of
Directors of Company, together
with members of the Board of
Directors of Company whose
election by the Board of Directors
of Company or nomination for
election by Company's shareholders
was approved by a vote of at least
two-thirds (2/3) of the directors
then still in office, cease for
any reason to constitute at least
a majority of the Board of
Directors of Company; or
(iv) there is a loss of fifteen percent (15%) or
more of WPSC's customers as a consequence of
the exercise of statutorily granted
condemnation powers by any governmental
entity.
(e) "Company" means WPS Resources Corporation, a Wisconsin
corporation, or any successor corporation.
(f) "Compensation" means (i) for a Director, the Retainer Fee and
(ii) for an Executive, the base monthly salary or wage payable by the
Company or a Participating Employer for services performed, including
elective contributions to a Section 125, 129 or 401(k) arrangement or
Voluntary Deferrals to this Plan, but excluding extraordinary payments
such as overtime, bonuses, meal allowances, reimbursed expenses,
termination pay, moving pay, commuting expenses, Mandatory Deferrals to
this Plan or other non-elective deferred compensation payments or
accruals, stock options, the value of employer-provided fringe benefits or
coverage, and any contributions on behalf of the Executive paid by the
Company or a Participating Employer to a survivor's income benefit plan or
any other employee benefit plan within the meaning of ERISA, all
determined in accordance with such uniform rules, regulations or standards
as may be prescribed by the Compensation Committee.
(g) "Compensation Committee" means the Compensation Committee of the
Board.
(h) "Code" means the Internal Revenue Code of 1986, as interpreted
by regulations and rulings issued pursuant thereto, all as amended and in
effect from time to time.
(i) "Director" means a non-employee director of the Company or a
Participating Employer who has been designated by the Compensation
Committee as covered under or being eligible to participate in the Plan.
(j) "ERISA" means the Employee Retirement Income Security Act of
1974, as interpreted by regulations and rulings issued pursuant thereto,
all as amended and in effect from time to time.
(k) "Executive" means a common law employee of the Company or a
Participating Employer who has been designated by the Compensation
Committee as covered under or otherwise being eligible to participate in
this Plan.
(l) "Mandatory Deferral" means the amount which may from time to
time be credited to the Stock Account of an Executive in accordance with
Section 3.01 and for which the Executive does not receive the option
between receiving such amount as current cash compensation and deferring
such amount into the Plan.
(m) "Participant" means either a Director or Executive who is
participating in the Plan and on whose behalf one or more Accounts is
maintained.
(n) "Participating Employer" means Company and any direct or
indirect subsidiary of Company that, with the consent of the Compensation
Committee, adopts this Plan for the benefit of one or more employees or
directors.
(o) "Retainer Fee" means those fees paid by Company or a
Participating Employer to non-employee directors for services rendered on
the board of directors of such entity, including attendance fees and fees
for serving as committee chair.
(p) "Secretary" means the Secretary of the Company (or his
delegate).
(q) "Trust" means the WPS Resources Corporation Deferred
Compensation Trust or other funding vehicle which may from time to time be
established, as amended and in effect from time to time.
(r) "Voluntary Deferrals" mean amounts credited, in accordance with
a Participant's election, to his Account in lieu of the payment of an
equal amount of current Compensation.
(s) "WPSC" means Wisconsin Public Service Corporation, a Wisconsin
corportion, or any successor corporation.
(t) "WPS Resources Stock" means the common stock, $1.00 par value,
of Company.
(u) "WPS Resources Stock Units" means the hypothetical shares of the
common stock, $1.00 par value, of Company, that may be credited to the
Stock Account of an Executive as a result of Mandatory Deferrals or the
Stock Account of either a Director or Executive as a result of Voluntary
Deferrals.
Section 1.02. Construction and Applicable Law. (a) Wherever any
words are used in the masculine, they shall be construed as though they
were used in the feminine in all cases where they would so apply; and
wherever any words are use in the singular or the plural, they shall be
construed as though they were used in the plural or the singular, as the
case may be, in all cases where they would so apply. Titles of articles
and sections are for general information only, and the Plan is not to be
construed by reference to such items.
(b) This Plan, as applied to Executives, is intended to be a plan of
deferred compensation maintained for a select group of management or
highly compensated employees as that term is used in ERISA, and shall be
interpreted so as to comply with the applicable requirements thereof. In
all other respects, the Plan is to be construed and its validity
determined according to the laws of the State of Wisconsin to the extent
such laws are not preempted by federal law. In case any provision of the
Plan is held illegal or invalid for any reason, the illegality or
invalidity will not affect the remaining parts of the Plan, but the Plan
shall, to the extent possible, be construed and enforced as if the illegal
or invalid provision had never been inserted.
ARTICLE II. PLAN ACCOUNTS
Section 2.01. Establishment of Accounts. One or more of the
following Accounts will be established in the name of each Participant to
reflect that Participant's interest in the Plan:
(a) Reserve Account A
(b) Reserve Account B
(c) Stock Account
Section 2.02. Reserve Account A. (a) This Account will be
credited with the reserve account balance accumulated by a Participant as
of December 31, 1995 under the prior deferred compensation program of
Wisconsin Public Service Corporation. Except for attributed earnings as
described below, no further "contributions" or credits of any kind will
be made to this Account on behalf of a Participant.
(b) As of the end of each Plan Year, the Account will be credited
with an interest equivalent on the balance in the Account from time to
time during the year. The annual interest equivalent will be the sum (on
a non-compounded basis) of the attributed earnings for each month during
the year based on the Account balance as of the last day of the month.
Unless modified by the Compensation Committee, the interest equivalent
rate for any month will be the greater of:
(i) one-half of one percent (0.5%); or
(ii) one-twelfth (1/12) of the return on common
shareholders' equity (ROE). For the months
of April through September, ROE means the
consolidated return on equity of Company and
all subsidiaries for the twelve (12) months
ended on the preceding March 31 as
calculated pursuant to the Parent's standard
accounting procedure for financial reporting
to shareholders. For the months October
through March, ROE means return on equity as
described above for the twelve (12) months
ended on the preceding September 30.
(c) The Compensation Committee may revise the interest equivalent
rate described in Section 2.02(b) above or the manner in which it is
calculated, but in no event shall the rate be less than six percent (6%)
per annum. Any such revised rate shall be effective with the calendar
month following such action by the Compensation Committee.
(d) Notwithstanding Section 2.02(b) and (c), in the event of a
Change in Control, the minimum rate of interest equivalent shall be the
greater of (A) six percent (6%) per annum, or (B) for each month for which
attributed earnings are required to be calculated, a rate equal to two (2)
percentage points above the prime lending rate at Firstar Bank Milwaukee,
Milwaukee, Wisconsin as of the last business day of that month.
Section 2.03. Reserve Account B. (a) This Account shall be
credited with Voluntary Deferrals made after December 31, 1995 which a
Participant elects to allocate to this Account in accordance with Section
3.02(c)(ii).
(b) As of the end of each Plan Year, the Account will be credited
with an interest equivalent on the balance in the Account from time to
time during the year. The annual interest equivalent will be the sum (on
a non-compounded basis) of the attributed earnings for each month during
the year based on the Account balance as of the last day of each month.
Unless modified by the Compensation Committee, the interest equivalent
rate for any month will be the greater of:
(i) one-half of one percent (0.5%); or
(ii) seventy percent (70%) of one-twelfth (1/12)
of the return on common shareholders equity
(ROE). For the months of April through
September, ROE means the consolidated return
on equity of Company and all subsidiaries
for the twelve (12) months ended on the
preceding March 31 as calculated pursuant to
Parent's standard accounting procedure for
financial reporting to shareholders. For
the months October through March, ROE means
return on equity as described above for the
twelve (12) months ended on the preceding
September 30.
(c) The Compensation Committee may revise the interest equivalent
rate described in Section 2.03(b) above or the manner in which it is
calculated, but in no event shall the rate be less than six percent (6%)
per annum. Any such revised rate shall be effective with the calendar
month following such action by the Compensation Committee.
(d) Notwithstanding Section 2.03(b) and (c), in the event of a
Change in Control, the minimum rate of interest equivalent shall be the
greater of (A) six percent (6%) per annum, or (B) for each month for which
attributed earnings are required to be calculated, a rate equal to two (2)
percentage points above the prime lending rate at Firstar Bank Milwaukee,
Milwaukee, Wisconsin as of the last business day of that month.
Section 2.04. Stock Account. (a) This Account shall be credited
with all Mandatory Deferrals made after December 31, 1995 and those
Voluntary Deferrals made after December 31, 1995 which a Participant, in
accordance with Section 3.02(c)(ii), elects to allocate to this Account.
(b) As of the end of each month, all Voluntary and Mandatory
Deferrals made by or on behalf of a Participant during that month and
allocated to the Participant's Stock Account (the "Convertible Amount")
shall be converted, for record-keeping purposes, into whole and fractional
WPS Resources Units, with fractional units calculated to four decimal
places. The conversion shall be accomplished by dividing each
Participant's Convertible Amount by the average purchase price of all
shares of WPS Resources Stock purchased during that month by or on behalf
of the Trust and the WPS Resources Corporation Stock Investment Plan.
Likewise, any dividends that would have been payable on the WPS Resources
Stock Units credited to a Participant's Stock Account had such Units been
actual shares of WPS Resources Stock shall be converted, for record-
keeping purposes, into whole and fractional WPS Resources Stock Units
based on the average purchase price of all shares of WPS Resources Stock
purchased by or on behalf of the Trust and the WPS Resources Corporation
Stock Investment Plan during the month in which the dividend is paid.
Section 2.05. Accounts are For Record-keeping Purposes Only. The
Plan Accounts described in this Article II above serve solely as a device
for determining the amount of benefits accumulated by a Participant under
the Plan, and shall not constitute or imply an obligation on the part of
the Company or a Participating Employer to fund such benefits. In any
event, the Company or any Participating Employer may, in its discretion,
set aside assets equal to part or all of such account balances and invest
such assets in WPS Resources Stock, life insurance or any other investment
deemed appropriate. Any such assets, including WPS Resources Stock and
any other assets held under the Trust, shall be and remain the sole
property of the Company or applicable Participating Employer and except to
the extent that the Trust authorizes a Participant to exercise voting
rights with respect to WPS Resources Stock held in the Trust, a
Participant shall have no proprietary rights of any nature whatsoever with
respect to such assets.
ARTICLE III. MANDATORY AND VOLUNTARY DEFERRALS
Section 3.01. Mandatory Deferrals. The Compensation Committee may,
from time to time, authorize a Mandatory Deferral to be made on behalf of
covered Executives. The authorization of any such contribution, the
Executives entitled to the contribution, and the amount to be credited to
each eligible Executive, shall be determined by the Compensation Committee
in its sole discretion; provided that the maximum Mandatory Deferral for
any year shall not exceed thirty percent (30%) of an Executive's
Compensation for the year. Any Mandatory Deferral will be credited to an
eligible Executive's Stock Account and converted into WPS Resources Stock
Units in accordance with Section 2.04.
Section 3.02. Election to Make Voluntary Deferrals. (a) A
Participant may elect to make Voluntary Deferrals by submitting a properly
completed and signed election form to the Secretary on or before December
20, 1995. If the Participant so elects, Voluntary Deferrals will commence
with respect to Compensation earned by a Participant on or after January
1, 1996. Notwithstanding the foregoing, if, as of January 1, 1996, the
Participant has in effect an election under the prior deferred
compensation program maintained by Wisconsin Public Service Corporation
and does not file an election with the Secretary in accordance with this
Section 3.02(a), the prior election shall be deemed the Participant's
initial election under this Plan.
(b) If a Director or Executive first becomes eligible to participate
in the Plan following the election period described in Section 3.02(a)
above (such as, for example, a Director who commences service or an
Executive who is newly designated by the Compensation Committee as being
eligible) the initial deferral election may be made within thirty (30)
days of the date that such person first becomes eligible under the Plan,
and shall be effective with respect to Compensation earned by the
Participant in the month following the month during which the deferral
election is made.
(c) A Participant's election shall be in such form as the Secretary
may prescribe, and shall specify:
(i) The percentage or dollar amount of
Compensation to be deferred as a Voluntary
Deferral. A Director may elect to defer all
or any part of his Compensation, in whole
dollar amounts or in increments of one
percent (1%). An Executive may, without the
consent of the Compensation Committee, elect
to defer a portion of his Compensation, in
whole dollar amounts or in increments of one
percent (1%), provided that the amount or
percentage elected does not exceed thirty
percent (30%) of the Executive's
Compensation. An Executive may elect to
defer more than thirty percent (30%) of
Compensation only if the Compensation
Committee has approved the Executive's
specific deferral percentage or amount.
(ii) Whether the Voluntary Deferrals are to be
credited to the Participant's Reserve
Account (Reserve Account B) or the
Participant's Stock Account. If the
Participant desires to allocate Voluntary
Deferrals to both his Reserve and Stock
Accounts, the election must further specify
the portion of the Voluntary Deferrals, in
whole dollar amounts or in increments of one
percent (1%), to be allocated to each
Account. Notwithstanding anything to the
contrary herein, Voluntary Deferrals in
excess of thirty percent (30%) of an
Executive's Compensation shall be credited
to Reserve Account B, and the Executive's
election under this Section 3.02(c)(ii)
shall not apply to any such amounts.
(d) An election shall be deemed made only when it is received by the
Secretary, and shall remain in effect until modified by the Participant in
accordance with Section 3.03 below or otherwise revoked in accordance with
Plan rules.
Section 3.03. Revision or Modification of Voluntary Deferral
Election. (a) A Participant's initial election under Section 3.02
(including an election not to make Voluntary Deferrals) shall remain in
effect from year to year unless revised or modified by the Participant in
accordance with this Section 3.03 or otherwise revoked in accordance with
Plan rules.
(b) Except as provided in Section 3.03(c) below with respect to a
Participant who is subject to Section 16 of the Securities Exchange Act of
1934 ("Exchange Act"), a Participant may modify his then current election
(including an election not to make Voluntary Deferrals) by filing a
revised election form, properly completed and signed, with the Secretary.
The revised election will be effective with respect to Compensation earned
on and after the first day of the month that is coincident with or next
following the date on which it is received by the Secretary.
(c) A Participant who is subject to Section 16 of the Exchange Act
may modify his then current election (including an election not to make
Voluntary Deferrals) by filing a revised election form, properly completed
and signed, with the Secretary. The revised election will be effective
with respect to Compensation earned on or after the first day of the month
that is at least six (6) months after the revised election is received by
the Secretary. This Section 3.03(c) shall become effective on or after
the mandatory effective date for complying with "New Rule 16b-3" [SEC
Release No. 34-34513 (August 10, 1994)].
(d) An election shall be deemed revised in accordance with this
Section 3.03 only when the revised election is received by the Secretary,
and once effective, the revised election shall remain in effect until
further revised in accordance with this Section 3.03 or otherwise revoked
in accordance with Plan rules. Revised elections are prospectively
effective with respect to Compensation earned on or after the applicable
effective date described in Section 3.03(b) and (c) above. A revised
election does not operate to modify or otherwise reallocate the amounts
deferred prior to the effective date of the revised election.
Section 3.04. Involuntary Termination of Voluntary Deferral
Elections. A deferral election shall be automatically revoked upon
termination of service as a Director (in the case of a Director) or
termination of employment (in the case of an Executive). In addition, an
Executive's deferral election shall terminate on the first day of the Plan
Year following the date that the Compensation Committee determines that
the Executive is no longer eligible to participate in the Plan, including
any such action that may be necessary in order for the Plan to qualify
under ERISA, with respect to Executive employees, as a plan of deferred
compensation for a select group of management or highly compensated
employees.
Section 3.05. Elections by Participants Subject to Section 16. All
elections made under this Article III by Participants subject to Section
16 of the Exchange Act are "irrevocable" and will remain in effect until
another "irrevocable" election becomes effective.
ARTICLE IV. DISTRIBUTION OF RESERVE ACCOUNT A,
RESERVE ACCOUNT B AND STOCK ACCOUNTS
Section 4.01. Distribution Election. (a) The distribution election
(if any) made by a Participant under the prior deferred compensation
program maintained by Wisconsin Public Service Corporation shall be his
distribution election under this Plan unless and until modified in
accordance with Section 4.02 below.
(b) A new Participant shall, at the time he commences participation
in the Plan, make a distribution election with respect to his Account.
The election shall be in such form as the Secretary may prescribe, and
shall specify the distribution commencement date, the distribution period,
the method of distributing earnings credited to the Account, and the
distribution method applicable following the Participant's death. Any
such election shall be consistent with the following rules (or where the
Participant fails to make a selection, in accordance with the default
rules set forth below):
(i) Distribution Commencement Date. Unless the
Participant has selected a later
commencement date, distribution of a
Participant's Accounts will commence within
60 days following the end of the calendar
year in which occurs the Participant's
retirement or termination of employment or
service. For purposes of this Plan, a
participating Executive who is disabled
shall be deemed to have retired or
terminated at the conclusion of benefits
under all disability income plans sponsored
by Company or a Participating Employer or to
which Company or a Participating Employer
contributes. Further, a participating
Executive who ceases employment with the
Company or a Participating Employer in
connection with an early retirement
(reduction in force) program sponsored by
the Company or a Participating Employer
shall, if a participant in the Wisconsin
Public Service Corporation Administrative
Employees Retirement Plan, be deemed to have
retired upon commencement of retirement
benefits under such plan.
(ii) Distribution Period. Distributions will be
made in 1, 3, 6, 9, 12 or 15 annual
installments, as elected by the Participant.
(iii) Method of Calculating Annual
Distribution Amount. Unless the
Participant elects the Alternate
Distribution Method, the amount to
be distributed to the Participant
each year during the distribution
period will be determined under
the Regular Distribution Method.
The Regular and Alternate
Distribution Methods are described
in more detail in Section 4.03.
(iv) Distribution of Remaining Account Following
Participant's Death. In the event of the
Participant's death, the Participant's
remaining undistributed interest will be
distributed to the Beneficiary designated by
the Participant in either a single sum
payment or in installments, as elected by
the Participant. If the Participant has
elected that death benefits be paid in a
single sum, the payment shall be made no
later than March 1 following the calendar
year in which occurs the Participant's
death. If the Participant has elected that
death benefits be paid in installments, (A)
any installments previously commenced to the
Participant shall continue to the
Beneficiary, and (B) if installment
distributions had not commenced as of the
date of the Participant's death, payments
over the installment period elected by the
Participant shall commence to the
Beneficiary no later than March 1 following
the calendar year in which occurs the
Participant's death.
(c) A distribution election shall be deemed made only when it is
received by the Secretary, and shall remain in effect until modified by
the Participant in accordance with Section 4.02 below or otherwise revoked
in accordance with Plan rules.
Section 4.02. Modified Distribution Election. A Participant may
from time to time modify his distribution election by filing a revised
distribution election, properly completed and signed, with the Secretary.
However, a revised distribution election will be given effect only if the
Participant remains employed by Company or a Participating Employer (or in
the case of a Director, continues service on the Board or the board of
directors of Company or a Participating Employer) for twenty-four (24)
consecutive months following the date that the revised election is
received by the Secretary.
Section 4.03. Calculation of Annual Distribution Amount and Form of
Distribution. (a) For any Participant whose retirement date was prior to
January 1, 1996, distribution will continue to be calculated under the
distribution method applicable to such Participant at the time his
distributions commenced under the terms of the prior deferred compensation
program maintained by Wisconsin Public Service Corporation.
(b) For any Participant whose retirement date is after December 31,
1995, unless the Participant has selected the Alternate Distribution
Option, the annual distribution amount shall be separately calculated for
the Participant's interest (if any) in Reserve Account A, Reserve Account
B and the Stock Account.
(i) The annual distribution amount for Reserve
Account A and Reserve Account B shall be
determined by dividing the balance in each
Account as of January 1 of the year for
which the distribution is being made by the
number of installment payments remaining to
be made under the distribution period
selected by the Participant. Distributions
from Reserve Account A and Reserve Account B
shall be made in cash. The amount of any
distribution under this Section 4.03(b)(i)
will be charged pro-rata against the
Participant's interest in Reserve Account A
and B.
(ii) The annual distribution amount for the Stock
Account shall be determined on a share basis
by dividing the number of WPS Resources
Stock Units credited to the Participant's
Stock Account as of January 1 of the year
for which the distribution is being made by
the number of installment payments remaining
to be made under the distribution period
selected by the Participant, and then
rounding the quotient obtained for all but
the final installment to the next lowest
whole number of WPS Resources Stock Units.
The Committee will then direct distribution
to the Participant in shares of WPS
Resources Stock and/or cash equal to the
annual distribution amount. For any portion
of the distribution that the Committee
elects to satisfy by making a cash payment
to the Participant, the cash payment shall
be determined by multiplying the annual
distribution amount (or the portion of the
annual distribution amount being satisfied
in cash) by the closing price of WPS
Resources Stock on January 21 of the year in
which the distribution is being made, as
such share price is reported in the Wall
Street Journal's New York Stock Exchange
Composite Transactions listing. If January
21 falls on a Saturday, Sunday or holiday,
the calculation of the cash portion of the
distributions will be made based upon the
closing price as reported for the
immediately preceding business day.
(c) For any Participant whose retirement date is after December
31, 1995 and who has selected the Alternate Distribution Method, the
annual distribution amount shall be separately calculated for the
Participant's interest (if any) in Reserve Account A, Reserve Account B
and the Stock Accounts of January 1 of the year in which distributions
commence. The annual distribution amounts, once calculated, shall not
thereafter be recalculated.
(i) For the year in which distribution
commences, the annual distribution amount
for Reserve Account A and Reserve Account B
shall be determined by dividing the balance
in each Account as of January 1 of the year
in which distribution commences by the
number of installment payments selected by
the Participant. For each succeeding
distribution year, the Participant shall be
entitled to a distribution equal to the
annual distribution amount calculated in
accordance with the preceding sentence, plus
all interest equivalent credited to the
Account during the preceding calendar year.
Distributions from Reserve Account A and
Reserve Account B shall be made in cash.
The amount of any distribution under this
Section 4.03(c)(i) will be charged pro-rata
against the Participant's interest in
Reserve Account A and B.
(ii) For the year in which distribution
commences, the annual distribution amount
for the Stock Account shall be determined on
a share basis by dividing the number of WPS
Resources Stock Units credited to the
Participant's Stock Account as of January 1
of the year in which distribution commences
by the number of installment payments
selected by the Participant, and then
rounding the quotient obtained for all but
the final installment to the next lowest
whole number of WPS Resources Stock Units.
For each succeeding distribution year, the
Participant shall be entitled to
distribution of the number of WPS Resources
Stock Units determined in accordance with
the preceding sentence, plus all additional
WPS Resources Stock Units credited to the
Stock Account during the preceding calendar
year on account of the assumed reinvestment
of dividends, disregarding for all but the
final installment any fractional WPS
Resources Stock Units. The Committee will
then direct distribution to the Participant
in shares of WPS Resources Stock and/or cash
equal to the number of WPS Resources Stock
Units required to be distributed for that
year. For any portion of the distribution
that the Committee elects to satisfy by
making a cash payment to the Participant,
the cash payment shall be determined by
multiplying the distribution amount (or the
portion of the distribution amount being
satisfied in cash) by the closing price of
WPS Resources Stock on January 21 of the
year in which the distribution is being
made, as such share price is reported in the
Wall Street Journal's New York Stock
Exchange Composite Transactions listing. If
January 21 falls on a Saturday, Sunday or
holiday, the calculation of the cash portion
of the distribution will be made based upon
the closing price as reported for the
immediately preceding business day.
Section 4.04. Time of Distribution. WPS Resources Stock
distributed to a Participant shall be distributed on January 22 (or if
January 22 falls on a Saturday, Sunday or holiday, the immediately
following business day). For distribution and tax reporting purposes, the
value of WPS Resources Stock distributed shall equal the number of shares
distributed multiplied by the closing price of WPS Resources Stock on
January 21 (or if January 21 falls on a Saturday, Sunday or holiday, the
immediately preceding business day) of the year in which the distribution
is being made as reported in the Wall Street Journal's New York Stock
Exchange Composite Transaction listing. The cash portion of any
distribution will be made no later than March 1 of the year for which the
distribution is being made.
Section 4.05. Other Distribution Rules. Subject to adjustment
as provided in paragraph (c) of this Section 4.05, the total number of
authorized but previously unissued shares of WPS Stock which may be
distributed to Participants pursuant to the Plan shall be one hundred
thousand (100,000), which number shall not be reduced by or as a result of
(i) any cash distributions pursuant to the Plan or (ii) the distribution
to Participants pursuant to the Plan of any outstanding shares of WPS
Stock purchased by or on behalf of the Trust.
(b) The amount actually distributed to the Participant will be
reduced by applicable income tax withholding. Unless the Participant has
made a contrary election, income tax on the entire annual distribution
amount will be withheld from the cash portion of the distribution, and WPS
Resources Stock will be used to satisfy withholding obligations only to
the extent that the cash portion of the distribution is insufficient for
this purpose. In the case of a Participant who is subject to Section 16
of the Securities Exchange Act of 1934, the Participant's election must be
received by the Secretary at least six (6) months prior to the date on
which the WPS Resources Stock is distributed.
(c) In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, share
combination or other change in the corporate structure of the Company or a
Participating Employer affecting WPS Resources Stock, such adjustment
shall be made in the number and class of shares which may be distributed
pursuant to the Plan as may be determined to be appropriate and equitable
by the Compensation Committee in its sole discretion.
ARTICLE V. SPECIAL DEATH BENEFIT FOR PARTICIPANTS
WHO DIE WHILE MAKING VOLUNTARY AND MANDATORY DEFERRALS
Section 5.01. Eligibility. If an Executive who is employed by the
Company or a Participating Employer at the Vice President level or above
(excluding Assistant Vice Presidents) dies prior to attainment of age
sixty-five (65) and while employed by the Company or a Participating
Employer, and if at the time of the Executive's death Voluntary or
Mandatory Deferrals were being made by or on behalf of the Executive, then
a special death benefit shall be paid to the Executive's Beneficiary.
This special death benefit is in addition to any other death benefit
payable under the Plan.
Section 5.02. Calculation of Special Death Benefit Amount. The
special death benefit shall be an amount equal to the sum of the (a), (b),
(c) and (d) below.
(a) The difference between (i) the amount of Voluntary and Mandatory
Deferrals that would have been made by or on behalf of the Executive
during the month in which occurs the Executive's death, assuming, for this
purpose that the Participant had lived, and (ii) the amount of Voluntary
and Mandatory Deferrals actually made during such month;
(b) The product obtained by multiplying (i) the amount of Voluntary
and Mandatory Deferrals made by or on behalf of the Executive during the
month prior to the month in which occurs the Executive's death, and (ii)
the number of full calendar months, inclusive, from the month following
the month in which occurs the Executive's death to the month preceding the
month in which the Executive would have attained age sixty-five (65) had
he lived;
(c) In the event the Executive's birthday is other than the first
day of a calendar month, for the month in which the Executive would have
attained age sixty-five (65), the product obtained by multiplying (i) the
amount of Voluntary and Mandatory Deferrals made by or on behalf of the
Executive during the month prior to the month in which occurs the
Executive's death, and (ii) a fraction, the numerator of which is the
number of days in such month prior to the Executive's sixty-fifth (65th)
birthday and the denominator of which is the total number of days in the
month;
(d) A projected earnings factor equal to the amount of interest
equivalent that would have accumulated on the amounts described in (a),
(b) and (c) above. The projected earnings factor shall be calculated
using the interest equivalent rate that was in effect under Reserve
Account B for the month prior to the month in which occurs the Executive's
death The calculation shall assume that the Voluntary and Mandatory
Deferrals described in (a), (b) and (c) above were credited to Reserve
Account B on a monthly basis assuming that the Executive had lived and
continued to make Voluntary and Mandatory Deferrals. The interest
equivalent shall be compounded in the same manner as the Executive's
actual Reserve Account balance, i.e., the annual interest equivalent,
calculated as of the end of each Plan Year, will be the sum (on a non-
compounded basis) of the attributed earnings for each month during the
year based on the Account balance as of the last day of the month.
Section 5.03. Payment of Special Death Benefit. (a) The special
death benefit calculated in accordance with Section 5.02 above shall be
paid to the Executive's Beneficiary in fifteen (15) annual installments,
with the first installment commencing within sixty (60) days of the
Executive's death. The benefit calculated under Section 5.02 is a fixed
amount which does not accrue earnings or interest equivalent on the
undistributed balance.
ARTICLE VI. SUPPLEMENTAL RETIREMENT BENEFIT
Section 6.01. Supplemental Retirement Benefit. In the case of an
Executive who is employed by the Company or a Participating Employer at
the Vice President level or above (excluding Assistant Vice Presidents),
the Executive shall be entitled to a supplemental retirement benefit if
the Executive retires from the Company or a Participating Employer either:
(a) at age sixty (60) or later; or
(b) prior to age sixty (60) with the written approval of the
Compensation Committee.
Section 6.02. Amount of Supplemental Benefit. (a) An Executive who
qualifies for the supplemental retirement benefit under Section 6.01 above
a monthly amount equal to the "applicable percentage" of the Executive's
"average monthly compensation".
(b) The "applicable percentage" shall be twenty percent (20%) in the
case of an Executive employed at the Senior Vice President level or above,
and ten percent (10%) in the case of an Executive employed at the Vice
President level.
(c) The Executive's "average monthly compensation" is the
Executive's "compensation", expressed on a monthly basis, during whichever
period of thirty-six (36) consecutive months of employment produces the
highest average. For this purpose, "compensation" shall have the same
meaning as under the Wisconsin Public Service Corporation Administrative
Employees' Retirement Plan with the exception that (i) Voluntary Deferrals
and Mandatory Deferrals made by or on behalf of the Executive during the
relevant period will be included in the Executive's compensation and (ii)
the compensation limitation specified in Section 401(a)(17) of the
Internal Revenue Code shall not apply.
Section 6.03. Commencement and Duration of Supplemental Retirement
Benefits. Monthly payments calculated in accordance with Section 6.02
above will commence to the Executive with a payment for the month
following the month in which the Executive retires and shall continue
until the earlier to occur of (a) the Executive's death, or (b) one
hundred twenty (120) monthly payments have been made.
Section 6.04. Death Prior to Receipt of 120 Monthly Payments. If
the Executive dies after retirement but before receipt of 120 payments, a
survivor benefit shall be paid to the Participant's surviving spouse with
monthly payments equal to fifty percent (50%) of the amount of the benefit
that was being paid to the Executive. This benefit will commence with a
payment for the month following the month in which occurs the death of the
Executive and shall continue until the earlier to occur of (a) the month
in which occurs the death of the surviving spouse, or (b) a total of one
hundred twenty (120) monthly payments have been made to either the
Executive or the surviving spouse.
Section 6.05. Death Prior to Retirement. If the Executive dies
prior to retirement, a survivors benefit shall be paid to the Executive's
surviving spouse with monthly payments equal to fifty percent (50%) of the
amount that would have been paid to the Executive had he lived, but
calculated without assuming any salary increases. This benefit will
commence with a payment for the month following the month in which occurs
the death of the Executive and shall continue until the earlier to occur
of (a) the month in which occurs the death of the surviving spouse, or (b)
one hundred twenty (120) monthly payments have been made.
Section 6.06. Special Rules Applicable Upon a Change in Control. In
the event of a Change in Control, an Executive who is employed by the
Company or a Participating Employer at the Vice President level or above
(excluding Assistant Vice Presidents) shall become immediately vested in
the supplemental retirement benefit, whether or not the Executive retires
from the Company or a Participating Employer in accordance with the
eligibility conditions set forth in Section 6.01. The supplemental
retirement benefit shall commence to the Executive with a payment for the
month following the month in which the Executives retires or otherwise
terminates employment following the Change in Control, and shall continue
until the earlier to occur of (a) the Executive's death, or (b) one
hundred twenty (120) monthly payments have been made. In the Executive
dies prior to receiving one hundred twenty (120) monthly payments, the
provisions of Section 6.04 shall apply.
ARTICLE VII. PROTECTION OF QUALIFIED RETIREMENT PLAN BENEFIT
Section 7.01. Retirement Plan Supplement. (a) In the case of an
Executive who is employed by the Company or a Participating Employer, a
benefit shall be paid to the Executive during his lifetime, and if
applicable, to his surviving spouse following the Executive's death, a
monthly amount equal to the difference between:
(i) The monthly benefit that would have been
payable to or on behalf of the Executive
under the Wisconsin Public Service
Corporation Administrative Employees'
Retirement Plan ("Retirement Plan") had the
Executive's (A) compensation for Retirement
Plan purposes been calculated prior to
reduction for Voluntary and Mandatory
Deferrals made to this Plan and without
regard to the compensation limitation
described in Section 401(a)(17) of the Code,
and (B) benefit been calculated without
regard to the maximum benefit limitation
described in Section 415 of the Internal
Revenue Code; and
(ii) The monthly benefit actually payable to or
on behalf of the Executive under the
Retirement Plan.
(b) Payments under this Section 7.01 shall cease when all benefits
payable to or on behalf of the Executive under the Retirement Plan are
discontinued.
ARTICLE VIII. RULES WITH RESPECT TO WPS RESOURCES STOCK
AND WPS RESOURCES STOCK UNITS
Section 8.01. Transactions Affecting WPS Resources Stock. In the
event of any merger, share exchange, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate
structure affecting WPS Resources Stock, appropriate adjustments shall be
made to the WPS Resources Stock Units (if any) credited to the Stock
Account of each Participant.
Section 8.02. No Shareholder Rights With Respect to WPS Resources
Stock Units. Participants shall have no rights as a stockholder
pertaining to WPS Resources Stock Units credited to their Stock Account.
No WPS Resources Stock Unit nor any right or interest of a Participant
under the Plan in any WPS Resources Stock Unit may be assigned,
encumbered, or transferred, except by will or the laws of descent and
distribution. The rights of a Participant hereunder with respect to any
WPS Resources Stock Unit are exercisable during the Participant's lifetime
only by him or his guardian or legal representative.
ARTICLE IX. PARTICIPATING EMPLOYERS
Section 9.01. Company Responsible for Benefits. The Company and
each Participating Employer shall be responsible for providing all
benefits accrued under the Plan on behalf of a Participant who is employed
by (or serves on the board of directors of) such employer. In the event
that a Participant is employed or serves on the board of directors of, two
or more Participating Employers, whether such employment or service is
concurrent or consecutive, responsibility for the benefits accrued on
behalf of such Participant shall be allocated among the Participating
Employers in accordance with rules established by the Compensation
Committee and the Public Service Commission for the State of Wisconsin.
ARTICLE X. GENERAL PROVISIONS
Section 10.01. Administration. The Compensation Committee shall
administer and interpret the Plan and supervise preparation of Participant
elections, forms, and any amendments thereto. To the extent necessary to
comply with applicable conditions of Rule 16b-3, the Compensation
Committee shall consist of those members of the Board who qualify as
"disinterested persons" for purposes of Rule 16b-3. The Board may, in its
discretion, delegate to the Secretary or another committee of the Board
any or all of the authority and responsibility of the Compensation
Committee with respect to participation by Participants other than
Participants who are subject to Section 16 of the Exchange Act at the time
any such delegated authority or responsibility is exercised.
Interpretation of the Plan shall be within the sole discretion of the
Compensation Committee and shall be final and binding upon each
Participant and Beneficiary. The Compensation Committee, and the
Secretary with respect to matters assigned to him under this Plan or
delegated to him by the Compensation Committee, may adopt and modify rules
and regulations relating to the Plan as it deems necessary or advisable
for the administration of the Plan. If the Secretary shall also be a
Participant or Beneficiary, any determinations affecting the Secretary's
participation in the Plan shall be made by the Compensation Committee.
Section 10.02. Compliance With Securities Exchange Act.
Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successor under the Securities Exchange
Act of 1934. The Plan shall be construed by the Compensation Committee so
that transactions under the Plan will be exempt from Section 16 of the
Exchange Act pursuant to regulations and interpretations issued from time
to time by the Securities and Exchange Commission.
Section 10.03. Participant Rights Unsecured. (a) The right of a
Participant or his Beneficiary to receive a distribution hereunder shall
be an unsecured claim, and neither the Participant nor any Beneficiary
shall have any rights in or against any amount credited to his Account or
any other specific assets of the Company. The right of a Participant or
Beneficiary to the payment of benefits under this Plan shall not be
assigned, encumbered, or transferred, except by will or the laws of
descent and distribution. The rights of a Participant hereunder are
exercisable during the Participant's lifetime only by him or his guardian
or legal representative.
(b) The Company or a Participating Employer may authorize the
creation of a trust or other arrangements to assist the Company in meeting
the obligations created under the Plan. However, any liability to any
person with respect to the Plan shall be based solely upon any contractual
obligations that may be created pursuant to the Plan. No obligation of
the Company or a Participating Employer shall be deemed to be secured by
any pledge of, or other encumbrance on, any property of the Company or a
Participating Employer. Nothing contained in this Plan and no action
taken pursuant to its terms shall create or be construed to create a trust
of any kind, or a fiduciary relationship between the Company thereof and
any Participant or Beneficiary, or any other person.
Section 10.04. Income Tax Withholding. Subject to Section 4.04(c),
no later than the date as of which an amount first becomes includible in
the gross income of the Participant for Federal income tax purposes, the
Participant shall pay to the Company or Participating Employer, or make
arrangements satisfactory to the Company or Participating Employer
regarding the payment of, any Federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount.
Section 10.05. Establishment, Amendment or Termination of Plan. (c)
The Plan will become effective on January 1, 1996 subject to approval by a
majority of the votes cast at a duly held meeting of the Company's
stockholders at which a quorum representing a majority of all outstanding
voting stock is, either in person or by proxy, present and voting on the
Plan.
(d) There shall be no time limit on the duration of the Plan. The
Board may, at any time, amend or terminate the Plan without the consent of
the Participants or Beneficiaries, provided, however, that no amendment or
termination may reduce any Account balance accrued on behalf of a
Participant based on deferrals already made, or divest any Participant of
rights to which he would have been entitled if the Plan had been
terminated immediately prior to the effective date of such amendment.
This Section shall not, however, restrict the right of the Board to cause
all Accounts to be distributed in the event of Plan termination. In
addition, no amendment may become effective until stockholder approval is
obtained if the amendment as it relates to Participants subject to Section
16 of the Exchange Act would require shareholder approval under Rule 16b-3
or any successor provision.
Section 10.06. Administrative Expenses. Costs of establishing and
administering the Plan will be paid by the Company and the Participating
Employers.
Section 10.07. Effect on Other Employee Benefit Plans. Voluntary
and mandatory Deferrals credited to a Participant's Account under this
Plan shall not be considered "compensation" for the purpose of computing
benefits under any qualified retirement plan maintained by the Company or
a Participating Employer, but shall be considered compensation for welfare
benefit plans, such as life and disability insurance programs sponsored by
the Company or a Participating Employer.
Section 10.08. Successor and Assigns. This Plan shall be binding
upon and inure to the benefit of the Company and Participating Employers,
their successors and assigns and the Participants and their heirs,
executors, administrators, and legal representatives.
EXHIBIT 5
FOLEY & LARDNER
Firstar Center
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
December 19, 1995
WPS Resources Corporation
Wisconsin Public Service Corporation
700 North Adams Street
Green Bay, WI 54307
Ladies and Gentlemen:
We have acted as counsel for WPS Resources Corporation, a
Wisconsin corporation ("Resources") and Wisconsin Public Service
Corporation, a Wisconsin corporation ("WPSC"), in connection with the
preparation of a Form S-8 Registration Statement (the "Registration
Statement") to be filed by Resources and WPSC with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating (i) to 30,000 shares of the Common Stock,
$1.00 par value per share of Resources (the "Common Stock"); (ii)
$5,890,000 of Deferred Compensation Obligations of Resources and WPSC (the
"Obligations"); (iii) an indeterminate amount of interests in the WPS
Resources Corporation Deferred Compensation Plan (the "Plan"), all of
which may be issued pursuant to the Plan.
We have examined: (a) the Plan; (b) signed copies of the
Registration Statement; (c) Articles of Incorporation and Bylaws, as
amended to date for each of Resources and WPSC; (d) resolutions of the
Boards of Directors of Resources and WPSC relating to the Plan; and (e)
such other documents and records as we have deemed necessary to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. Resources and WPSC are each corporations validly existing
under the laws of the State of Wisconsin.
2. The shares of Common Stock, when issued pursuant to the
terms and conditions of the Plan, and as contemplated in the Registration
Statement, will be validly issued, fully paid and nonassessable, except
with respect to wage claims of, or other debts owing to, employees of
Resources for services performed, as provided in Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law.
3. The Obligations when issued pursuant to the terms of the
Plan, and in connection with deferred compensation payable by Resources,
will be validly issued and binding obligations of Resources.
4. The Obligations when issued pursuant to the terms of the
Plan, and in connection with deferred compensation payable by WPSC, will
be validly issued and binding obligations of WPSC.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports each dated January 26, 1995 included in WPS Resources
Corporation's and Wisconsin Public Service Corporation's Forms
10-K for the year ended December 31, 1994 and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
December 19, 1995
