Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
<TABLE>
<S> <C> <C> <C>
WISCONSIN 39-1775292 WISCONSIN 39-0715160
(State or other jurisdiction of (I.R.S. Employer (State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.) incorporation or organization) identification No.)
</TABLE>
700 NORTH ADAMS STREET
P. O. BOX 19001
GREEN BAY, WISCONSIN 54307-9001
(Address of principal executive offices)
WPS RESOURCES CORPORATION DEFERRED COMPENSATION PLAN
(Full title of the plan)
Larry L. Weyers Copy to:
Chairman, President, and Chief Executive Officer
WPS Resources Corporation Michael S. Nolan
Chairman and Chief Executive Officer Foley & Lardner
Wisconsin Public Service 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 54307-9001
Telephone Number: 920-433-1466
(Name, address and telephone number,
including area code, of agent for service)
----------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
========================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred $10,450,000 100% $10,450,000 (2) $3,266
Compensation
Obligations(1)
Common Stock,
$1.00 par
value(1) 180,000 shares $33.5938 (3) $ 6,046,884 (3) $1,890
========================================================================================
</TABLE>
(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, 180,000 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 August 31, 1998.
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.
The Prospectus contained in this Registration Statement is a combined
Prospectus pursuant to Rule 429 and relates to Registration No. 33-65167.
<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, 1997, 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, 1997, which includes audited financial statements as of and for
the year then ended.
(c) WPS Resources Corporation Deferred Compensation Plan (the
"Plan") Annual Report on Form 11-K for the year ended December 31, 1997, which
includes an unaudited financial statement for the year then ended.
(d) 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, 1997.
(e) 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 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 file 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.
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<PAGE>
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:
(1) The acquisition by any person (other than WPS Resources
or any of its subsidiaries or employee benefit plans or
fiduciaries therefor) of beneficial ownership of 30% or
more of the voting power of the shares of the then
outstanding capital stock of WPS Resources;
(2) One-half or more of the Board of WPS Resources consists
of persons who are not "Continuing Directors," (i.e.,
persons who were either directors on May 1, 1997, or
persons whose nominations or elections were recommended
or approved by a majority of the Continuing Directors
then in office);
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<PAGE>
(3) Any merger, consolidation, or reorganization of WPS
Resources with any other corporation resulting in less
than one-half of the outstanding securities of the
surviving or resulting entity being owned by former
shareholders of WPS Resources exclusive of shares owned
by certain persons who are affiliated with or are
substantial shareholders of a party to such transaction;
(4) Any merger or share exchange involving WPS Resources in
which WPS Resources is not the controlling or surviving
corporation except a merger in which the shareholders of
WPS Resources have the same proportionate ownership of
the surviving corporation as they held in WPS Resources
immediately prior to such merger;
(5) Any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all,
or substantially all, of the assets of WPS Resources
other than to a wholly-owned subsidiary of WPS
Resources; or
(6) Approval by the shareholders of WPS Resources of any
plan or proposal for the liquidation or dissolution of
WPS Resources.
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
and that amount of any bonus which a Participant elects to defer under WPS
Resources' Short-Term Variable Pay Plan (a "Bonus Deferral"). 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. WPS Resources 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 WPS Resources 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 other than Bonus 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
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<PAGE>
Exchange Act of 1934, as amended (the "1934 Act"), revised elections will be
effective only as to months commencing at least six months after the revised
election is received by the Secretary of WPS Resources or 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, unless the Participant has selected a later
commencement date (which will in no event be later than the first distribution
period following the Participant's attainment of age 72), 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, WPS Resources or 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 WPS Resources or 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 the 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 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
-5-
<PAGE>
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, as
amended (incorporated by reference to Exhibit G-1 to Annual
Report on Form 10-K of WPS Resources Corporation and
Wisconsin Public Service Corporation for the year ended
December 31, 1997, filed March 6, 1998)
5 Opinion of Foley & Lardner
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley & Lardner (contained in Exhibit 5 hereto)
24 Powers of Attorney
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
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<PAGE>
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.
-7-
<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 9th day of September , 1998.
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WPS RESOURCES CORPORATION
By: /s/ Larry L. Weyers
------------------------------------
Larry L. Weyers
Chairman and President
Signature Title
--------- -----
/s/ Larry L. Weyers
- ------------------------------ Chairman, President, Chief Executive
Larry L. Weyers Officer and Director
/s/ Daniel P. Bittner
- ------------------------------ Vice President and Chief Financial Officer
Daniel P. Bittner
/s/ Diane L. Ford
- ------------------------------ Controller and Chief Accounting Officer
Diane L. Ford
A. Dean Arganbright Director
Michael S. Ariens Director
Richard A. Bemis Director
Daniel A. Bollom Director
Sister M. Lois Bush, SSM Director
Robert C. Gallagher Director
Kathryn Hasselblad-Pascale Director
James L. Kemerling Director
By /s/ Francis J. Kicsar
---------------------------
Francis J. Kicsar
Attorney-in-Fact
Each of the above signatures is affixed as of September 9, 1998.
-----------
S-1
<PAGE>
The required Powers of Attorney are filed herewith as Exhibit 24.
S-2
<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 9th day of September , 1998.
------ ----------------
WISCONSIN PUBLIC SERVICE CORPORATION
By: /s/ Larry L. Weyers
------------------------------------
Larry L. Weyers
Chairman
Signature Title
--------- -----
/s/ Larry L. Weyers
- ------------------------------ Chairman, Chief Executive Officer and
Larry L. Weyers Director
/s/ Daniel P. Bittner
- ------------------------------ Senior Vice President-Finance
Daniel P. Bittner (Chief Financial Officer)
/s/ Diane L. Ford
- ------------------------------ Controller
Diane L. Ford (Chief Accounting Officer)
A. Dean Arganbright Director
Michael S. Ariens Director
Richard A. Bemis Director
Daniel A. Bollom Director
Sister M. Lois Bush, SSM Director
Robert C. Gallagher Director
Kathryn Hasselblad-Pascale Director
James L. Kemerling Director
By /s/ Francis J. Kicsar
---------------------------
Francis J. Kicsar
Attorney-in-Fact
Each of the above signatures is affixed as of September 9, 1998.
-----------
S-1
<PAGE>
The required Powers of Attorney are filed herewith as Exhibit 24.
S-2
<PAGE>
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 who 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 9th day of September , 1998.
--- --------------
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
By: /s/ A. Dean Arganbright
------------------------------
A. Dean Arganbright
By: /s/ R. C. Gallagher
------------------------------
Robert C. Gallagher
By: /s/ James L. Kemerling
------------------------------
James L. Kemerling
Members of the Compensation
Committee of the WPS Resources
Corporation Board of Directors
S-3
<PAGE>
EXHIBIT INDEX
WPS RESOURCES CORPORATION
DEFERRED COMPENSATION PLAN
--------------------------
Exhibit No. Exhibit
- ---------- -------
4 WPS Resources Corporation Deferred Compensation Plan, as
amended (incorporated by reference to Exhibit 10 G-1 to
10-K Annual Report of WPS Resources Corporation and
Wisconsin Public Service Corporation for the year ended
December 31, 1997, filed March 6, 1998)
5 Opinion of Foley & Lardner
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley & Lardner (contained in Exhibit 5 hereto)
24 Powers of Attorney
<PAGE>
EXHIBIT 5
(FOLEY AND LARDNER LETTERHEAD)
September 9, 1998
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
180,000 shares of the Common Stock, $1.00 par value per share of Resources
(the "Common Stock"); (ii) $10,450,000 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.
<PAGE>
WPS Resources Corporation
Wisconsin Public Service Corporation
September 9, 1998
Page 2
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,
/s/ Foley & Lardner
FOLEY & LARDNER
<PAGE>
EXHIBIT 23.1
(ARTHUR ANDERSEN LLP LETTERHEAD)
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 29,
1998 included in WPS Resources Corporation's and Wisconsin Public Service
Corporation's Forms 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
September 8, 1998
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, A. Dean Arganbright,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ A. Dean Arganbright
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Michael S. Ariens,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Michael S. Ariens
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Richard A. Bemis,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ R. A. Bemis
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Daniel A. Bollom,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Daniel A. Bollom
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, M. Lois Bush,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ M. Lois Bush
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Robert C. Gallagher,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ R. C. Gallagher
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I,
Kathryn M. Hasselblad-Pascale, hereby constitute and appoint Larry L. Weyers,
Ralph G. Baeten and Francis J. Kicsar, and each of them individually, my true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Kathryn M. Hasselblad-Pascale
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, James L. Kemerling,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ James L. Kemerling
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Larry L. Weyers,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of WPS Resources Corporation
("WPSR") to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPSR to be offered
pursuant to the WPS Resources Corporation Deferred Compensation Plan and to
file said Registration Statement, and any amendment (including any
post-effective amendment) or supplement thereto, with the Securities and
Exchange Commission in connection with the registration of such deferred
compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Larry L. Weyers
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, A. Dean Arganbright,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ A. Dean Arganbright
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Michael S. Ariens,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Michael S. Ariens
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Richard A. Bemis,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ R. A. Bemis
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Daniel A. Bollom,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Daniel A. Bollom
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, M. Lois Bush,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ M. Lois Bush
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Robert C. Gallagher,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ R. C. Gallagher
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I,
Kathryn M. Hasselblad-Pascale, hereby constitute and appoint Larry L. Weyers,
Ralph G. Baeten and Francis J. Kicsar, and each of them individually, my true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Kathryn M. Hasselblad-Pascale
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, James L. Kemerling,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ James L. Kemerling
---------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I, Larry L. Weyers,
hereby constitute and appoint Larry L. Weyers, Ralph G. Baeten and
Francis J. Kicsar, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Public Service
Corporation to the Registration Statement on Form S-8, and any amendments
(including post-effective amendments) or supplements thereto, relating to
deferred compensation obligations and common stock of WPS Resources
Corporation to be offered pursuant to the WPS Resources Corporation Deferred
Compensation Plan and to file said Registration Statement, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of such
deferred compensation obligations and common stock under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 7th day of May , 1998.
--------- -------------
/s/ Larry L. Weyers
---------------------------------
<PAGE>
