UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-17427
UPPER PENINSULA ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2817909
___________________________________ _________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Lakeshore Drive, P.O. Box 130, Houghton, Michigan 49931-0130
______________________________________________________________________
(Address of principal executive offices) (Zip Code)
(Registrant's telephone no., including area code) (906) 487-5000
______________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
_______ _______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of issuer's classes of
common stock, as of the latest practicable date.
As of October 31, 1997, 2,950,001 shares of common stock, no par value
__________________________________________________________________________
<PAGE> -2-
UPPER PENINSULA ENERGY CORPORATION
FORM 10-Q
SEPTEMBER 30, 1997
TABLE OF CONTENTS
Page No.
________
Part I. FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Consolidated Statements of Income - Three
Months Ended September 30, 1997 and
September 30, 1996 3
Consolidated Statements of Income - Nine
Months Ended September 30, 1997 and
September 30, 1996 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1997 and
September 30, 1996 5
Consolidated Balance Sheets - September 30,
1997 and December 31, 1996
Assets 7
Capitalization and Liabilities 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
Part II. OTHER INFORMATION 14
Items 1. through 4. N/A
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 18
<PAGE> -3-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
September 30
(Unaudited)
___________________
1997 1996
(Thousands of Dollars)
<S> <C> <C>
Operating Revenues.................................. $14,893 $14,079
_______ _______
Operating Expenses:
Operation - Power Supply Costs.................... 5,321 4,438
- Other................................. 4,805 3,563
Maintenance....................................... 669 659
Depreciation and Amortization..................... 1,486 1,505
Federal Income Tax Expense........................ 392 745
Taxes Other Than Federal Income Taxes -
Ad Valorem...................................... 907 854
Other........................................... 324 303
_______ _______
Total......................................... 13,904 12,067
_______ _______
Operating Income.................................... 989 2,012
_______ _______
Other Income (Deductions):
Interest Income................................... 74 18
Other............................................. 6 37
Federal Income Tax Expense........................ (47) (13)
_______ _______
Total......................................... 33 42
_______ _______
Income Before Interest Charges...................... 1,022 2,054
_______ _______
Interest Charges:
Interest on Long-Term Debt........................ 966 971
Amortization of Debt Expense...................... 19 19
Other Interest Expense............................ 178 57
_______ _______
Total......................................... 1,163 1,047
_______ _______
Income Before Dividends on Preferred
Stock of Subsidiary............................... (141) 1,007
Dividends on Preferred Stock of
Subsidiary........................................ 6 5
_______ _______
Net Income (Loss)................................... $ (147) $ 1,002
======= =======
Average Number of Common Shares
Outstanding....................................... 2,953,760 2,969,215
Earnings (Loss) Per Share of Common Stock........... ($0.05) $0.34
Dividends Paid Per Share of Common Stock............ $0.32 $0.3125
</TABLE>
See notes to consolidated financial statements
<PAGE> -4-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Nine Months Ended
September 30
(Unaudited)
_____________________
1997 1996
(Thousands of Dollars)
<S> <C> <C>
Operating Revenues................................. $44,992 $43,461
_______ ______
Operating Expenses:
Operation - Power Supply Costs................... 15,573 13,252
- Other................................ 12,029 11,012
Maintenance...................................... 2,020 2,232
Depreciation and Amortization.................... 4,399 4,515
Federal Income Tax Expense....................... 1,684 2,119
Taxes Other Than Federal Income Taxes -
Ad Valorem..................................... 2,716 2,562
Other.......................................... 975 1,051
_______ _______
Total.................................... 39,396 36,743
_______ _______
Operating Income................................... 5,596 6,718
_______ _______
Other Income (Deductions):
Interest Income.................................. 173 57
Other............................................ 202 63
Federal Income Tax Expense....................... (159) (22)
_______ _______
Total.................................... 216 98
_______ _______
Income Before Interest Charges..................... 5,812 6,816
_______ _______
Interest Charges:
Interest on Long-Term Debt....................... 2,903 2,917
Amortization of Debt Expense..................... 56 56
Other Interest Expense........................... 393 117
_______ _______
Total.................................... 3,352 3,090
_______ _______
Income Before Dividends on Preferred
Stock of Subsidiary.............................. 2,460 3,726
Dividends on Preferred Stock of
Subsidiary....................................... 17 17
_______ _______
Net Income......................................... $ 2,443 $ 3,709
======= =======
Average Number of Common Shares
Outstanding...................................... 2,964,007 2,969,215
Earnings Per Share of Common Stock................. $0.82 $1.25
Dividends Paid Per Share of Common Stock.. $0.96 $0.94
</TABLE>
See notes to consolidated financial statements
<PAGE> -5-
Item 1. Financial Statements (continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30
(Unaudited)
____________________
1997 1996
(Thousands of Dollars)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income.............................. $ 2,443 $ 3,709
Adjustments to Reconcile Net Income
to Net Cash Flows from Operating
Activities:
Depreciation and Amortization......... 4,399 4,515
Dividends on Preferred Stock of
Subsidiary.......................... 17 17
Allowance for Equity Funds Used
During Construction................. (37) (69)
Deferred Federal Income Taxes and
Investment Tax Credit............... 676 127
Prepaid and Accrued Pension........... (2,007) (449)
Other................................. 1,299 823
Changes in Assets and Liabilities:
Accounts Receivable................... (860) 1,336
Inventories........................... (48) (122)
Prepayments........................... (222) (119)
Accrued Ad Valorem Taxes.............. (133) (126)
Accounts Payable and Accrued Accounts. (1,588) (1,712)
_______ _______
Cash Flows From Operating
Activities........................ 3,939 7,930
_______ _______
Cash Flows from Investing Activities:
Plant and Property Additions
(excluding Allowance for Borrowed
Funds Used During Construction)... (4,811) (9,382)
Allowance for Borrowed Funds Used
During Construction................. (55) (91)
Other - Net........................... (80) (96)
_______ ________
Cash Flows from Investing
Activities...................... (4,946) (9,569)
_______ ________
Cash Flows From Financing Activities:
Repurchase of Common Stock............ (379)
Retirement of Long-Term Debt and
Preferred Stock..................... (183) (208)
Dividends............................. (2,867) (2,801)
Issuance of Notes Payable............. 4,600 3,500
_______ _______
Cash Flows from Financing
Activities...................... 1,171 491
_______ _______
</TABLE>
<PAGE> -6-
Item 1. Financial Statements (continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
(Unaudited)
____________________
1997 1996
(Thousands of Dollars)
<S> <C> <C>
Net Increase (Decrease) in Cash and
Cash Equivalents........................ 164 (1,148)
Cash and Cash Equivalents at the
Beginning of Period..................... 2,064 3,249
________ ________
Cash and Cash Equivalents at the End
of Period............................... $ 2,228 $ 2,101
======== ========
Supplemental Cash Flows Information:
Interest Paid......................... $ 3,042 $ 2,725
======== ========
Income Taxes Paid..................... $ 950 $ 1,475
======== ========
</TABLE>
See notes to consolidated financial statements
<PAGE> -7-
Item 1. Financial Statements (continued)
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30 December 31
1997 1996
(Unaudited)
_________________________
(Thousands of Dollars)
<S> <C> <C>
Utility Plant:
Electric Plant in Service............ $164,920 $165,386
Less Accumulated Depreciation and
Amortization....................... 79,656 75,970
________ ________
Net Electric Plant in Service.. 85,264 89,416
Construction Work in Progress........ 17,663 14,526
________ ________
Net Utility Plant.............. 102,927 103,942
________ ________
Other Property and Investments......... 11,371 9,942
________ ________
Current Assets:
Cash and Cash Equivalents............ 2,228 2,064
Accounts Receivable (less allowance
for doubtful accounts of $64 in
1997 and $65 in 1996)............ 6,797 6,476
Revenue Receivable - Power Supply
Cost Recovery-Net.................. 539
Inventories - at average cost:
Materials and Supplies............. 2,075 2,030
Fuel............................... 277 274
Prepayments.......................... 527 305
Accrued Ad Valorem Taxes............. 3,773 3,640
Deferred Federal Income Taxes........ 816 1,227
________ ________
Total.......................... 17,032 16,016
________ ________
Deferred Debits and Other Assets:
Unamortized Debt Expense ............ 476 508
Intangible Pension Plan Asset........ 1,595 1,595
Other................................ 1,726 1,675
________ ________
Total.......................... 3,797 3,778
________ ________
$135,127 $133,678
======== ========
</TABLE>
See notes to consolidated financial statements
<PAGE> -8-
CONSOLIDATED BALANCE SHEETS (continued)
CAPITALIZATION AND LIABILITIES
<TABLE>
<CAPTION>
September 30 December 31
1997 1996
____________ ___________
(Thousands of Dollars)
<S> <C> <C>
Capitalization:
Common Stock and Paid-In-Capital..... $ 21,129 $ 21,537
Retained Earnings.................... 21,174 21,581
________ ________
Total Common Equity............ 42,303 43,118
Redeemable Preferred Stock........... 445 456
Long-Term Debt, less current
maturities......................... 43,083 43,266
________ ________
Total Capitalization........... 85,831 86,840
________ ________
Current Liabilities:
Long-Term Debt Due Within One Year... 253 242
Notes Payable........................ 9,600 5,000
Accounts Payable..................... 3,154 4,182
Accrued Accounts:
Taxes - Ad Valorem................. 5,262 6,212
- Other...................... 293 27
Wages and Benefits................. 3,280 2,934
Interest........................... 1,275 965
Revenue Payable - Power Supply
Cost Recovery-Net................ 531
Dividends.......................... 4 4
________ ________
Total.......................... 23,121 20,097
________ ________
Deferred Credits:
Deferred Federal Income Taxes........ 7,324 6,923
Unamortized Investment Tax Credit.... 2,606 2,742
Customer Advances for Construction... 1,950 1,591
Accrued Pensions..................... 1,296 3,303
Regulatory Liabilities............... 5,904 5,904
Postretirement Health and Life....... 4,473 3,780
Other................................ 2,622 2,498
________ ________
Total.......................... 26,175 26,741
________ ________
Commitments and Contingencies..........
________ ________
$135,127 $133,678
======== ========
</TABLE>
See notes to consolidated financial statements
<PAGE> -9-
Item 1. Notes to Consolidated Financial Statements (Unaudited)
______________________________________________________
Accounting Policies
The accompanying unaudited financial statements have been prepared in
accordance with the summary of significant accounting policies set forth in
the notes to the consolidated financial statements contained in the
Company's Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 1996.
The preparation of consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
In the opinion of management, the information furnished reflects all
adjustments of a normal recurring nature which are necessary for a fair
statement of results for the interim periods presented. Operating results
for the nine months ended September 30, 1997 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1997.
Certain items previously reported have been reclassified to conform to the
current presentation in the financial statements.
<PAGE> -10-
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
_________________________________________________
Results of Operations
Third Quarter of 1997 Compared to Third Quarter of 1996
_______________________________________________________
The expensing of $1,452,000 of merger related costs (a potential
merger between UPEN and Wisconsin Public Service Resources (WPSR) was
announced in July 1997) caused a decrease in net income of $1,149,000 during
the third quarter of 1997 compared to the same period of 1996. Due to the
expensing of these merger costs, earnings per share of common stock declined
to ($0.05) as compared to $0.34 for the same period last year. Excluding
these merger costs, earnings for the third quarter increased slightly over
the previous period.
Operating revenues for the third quarter of 1997 were $14,893,000
compared to $14,079,000 for the same quarter of 1996. The increase resulted
from a higher average unit power supply cost pass through together with a
3.8% increase in energy sales due primarily to higher emergency rate sales
in the large industrial category.
Power supply costs for the third quarter were $5,321,000 (19.9%)
higher than the previous period. This increase is the result of a 17.5%
rise in the average unit cost of power supply resulting from higher unit
cost power purchases and a decrease of 52.7% in lower hydro generation.
Total other operation and maintenance expenses (excluding power supply
cost and the previously mentioned merger costs) decreased 4.7% during the
third quarter of 1997 compared to the third quarter of 1996 due mainly to
lower administrative and general costs. In order to enhance shareholder
value by
<PAGE> -11-
facilitating the potential merger between UPEN and WPSR, participants of the
Performance Incentive Plan surrendered all shares of UPEN restricted stock
previously granted to them in 1996. This transaction, booked in the third
quarter of 1997, was the main contributor to the decrease in administrative
and general costs.
Depreciation expense decreased (1.3%) in the third quarter due to
lower depreciation rates on the hydro plant accounts. Ad valorem taxes
increased 6.2% in the second quarter due to an increase in electric plant in
service. Other taxes increased $21,000 in the third quarter due to a prior
year adjustment in the Michigan Single Business taxes.
Interest charges increased $116,000 because of a higher level of
short-term borrowings in the current period.
First Nine Months of 1997 Compared
to First Nine Months of 1996
__________________________________
Due to costs associated with the previously mentioned potential
merger, net income for the first nine months of 1997 decreased $1,266,000
compared to the same period in 1996. As a result, earnings per common share
were $0.82 for the first nine months of 1997 as compared to $1.25 for the
same period in 1996. Excluding these merger costs, earnings for the two
periods would have been the same.
Operating revenues for the nine months ended September 30, 1997 were
$44,992,000 compared to $43,461,000 for the corresponding period of the
prior year, an increase of $1,531,000 (3.5%). The increase in revenues was
mainly due to an increase in the unit cost of power supply and higher
emergency sales to large industrial customers.
<PAGE> -12-
Power supply costs for the nine months ended September 30, 1997 were
$2,321,000 (17.5%) higher than the previous period. This increase is the
result of an 11.1% rise in the average unit cost of power supply resulting
from higher unit cost power purchases and a decrease of 14.8% in hydro
generation.
Total other operation and maintenance expenses (excluding power supply
cost and aforementioned merger costs) decreased $647,000 (4.9%) for the nine
months ended September 30, 1997 due mainly to efficiencies recognized from
the implementation of our customer call center and a lower level of expense
in all other areas of our operation.
Depreciation expense decreased 2.6% in the current period due to lower
depreciation rates on the hydro plant accounts.
Ad valorem taxes increased 6.0% for the first nine months of 1997 due
to an increase in electric plant in service. Other taxes decreased 7.2% in
the current period due to lower payroll related taxes reflecting fewer
employees in the current period.
Other income increased $118,000 in the first nine months of 1997
compared to the first nine months of 1996 due to revenues received under a
management agreement requiring the sale of generation from the three
hydroelectric generating facilities purchased from them during the second
half of fiscal 1996.
Interest charges increased $262,000 because of a higher level of
short-term borrowings in the current period.
Other Financial Information
___________________________
Liquidity and Capital Resources
During the third quarter of 1997, the Corporation's cash requirements
were met through funds that were internally generated and short-term
borrowings. There were $9,600,000 of
<PAGE> -13-
short-term borrowings at September 30, 1997 compared to $5,000,000 at
December 31, 1996.
The Corporation's primary subsidiary, Upper Peninsula Power Company
(UPPCO), has indentures relating to first mortgage bonds containing certain
limitations on the payment of cash dividends on common stock. Under the
most restrictive of these provisions, approximately, $16,652,000 of
consolidated retained earnings is available at September 30, 1997, for
payment of common stock cash dividends by the Corporation. At December 31,
1996 unrestricted retained earnings were approximately $15,659,000.
The Company expects to incur development costs to modify existing
computer programs to accommodate the year 2000 and beyond. The Company is
currently evaluating its alternatives for the most cost-effective means for
these modifications. Management is of the opinion that the costs associated
with these modifications will not have a material adverse effect on the
results of operations or financial position of the Company.
The statements under Management's Discussion and Analysis of Financial
Condition and Results of Operations and the other statements in this Form
10-Q which are not historical facts are forward looking statements. These
forward looking statements involve risks and uncertainties that could render
them materially different, including, but not limited to, the effect of
economic conditions, the rate of technology change, the availability of
capital, supply constraints or difficulties, the effect of the Company's
accounting policies, the effect of regulatory and legal developments, and
other risks detailed in the Company's Securities and Exchange Commission
filings.
<PAGE> -14-
Part II - OTHER INFORMATION
___________________________
Item 1. Legal Proceedings N/A
Item 2. Changes in Securities N/A
Item 3. Defaults Upon Senior Securities N/A
Item 4. Submission of Matters to a Vote of
Security Holders N/A
Item 5. Other Information
On July 10, 1997 Upper Peninsula Energy Corporation (UPEN) and WPS
Resources Corporation (NYSE:WPS) announced that their Boards of Directors
had approved an agreement to merge the two energy companies. WPS's
principal subsidiary is Wisconsin Public Service Corporation (WPSC), an
electric and natural gas utility headquartered in Green Bay, Wisconsin. It
serves 400,000 customers in northeastern and north central Wisconsin as well
as a small portion of Michigan's Upper Peninsula. WPS's other subsidiaries
include WPS Energy Services, Inc., which provides marketing services and
energy project management services in the non-regulated energy marketplace,
and WPS Power Development, Inc., which develops electric generation projects
and provides services to the non-regulated electric generation industry.
WPS's revenues for the year ending December 31, 1996, were $858,254,000. The
transaction will be structured as a tax-free, stock-for-stock exchange in
which holders of UPEN common stock will receive .90 shares of WPS common
stock for each share of UPEN common stock they own. The merger is subject
to approval by shareholders of UPEN (expected late in 1997), the Securities
and Exchange Commission, and the Federal Energy Regulatory Commission.
Following the necessary approvals, UPEN will be merged into WPS and Upper
Peninsula Power Company (UPPCO) will become a wholly owned subsidiary of
WPS. There are no plans to change UPPCO's name and the Houghton office will
continue to serve as its headquarters. UPEN shareholders will be receiving
detailed merger information in proxy materials that will be mailed late in
1977.
Item 6. Exhibits and Reports on Form 8-K
________________________________
(a) List of Exhibits required by Item 601 of
Regulation S-K
Exhibit No. Description of Exhibit
___________ ______________________
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession N/A
(4) Instruments defining the rights of security
holders,including indentures
<PAGE> -15-
[INSTRUMENTS TO WHICH UPPCO IS A PARTY]
4.1(a)-1 --- Indenture of Mortgage dated May 1, 1947
relating to UPPCO's First Mortgage Bonds.
(Exhibit 4(d)-1 to Form 8-K, dated
December 13, 1988)
4.1(a)-2 --- Supplemental Indenture dated as of May 1,
1947.
(Exhibit 4(d)-2 to Form 8-K, dated
December 13, 1988)
4.1(a)-3 --- Second Supplemental Indenture dated as of
December 1, 1948.
(Exhibit 4(d)-3 to Form 8-K, dated
December 13, 1988)
4.1(a)-4 --- Third Supplemental Indenture dated as of
November 1, 1950.
(Exhibit b(1)(d)4 to Registration No.
2-66759)*
4.1(a)-5 --- Fourth Supplemental Indenture dated as of
October 1, 1953.
(Exhibit b(1)(d)5 to Registration No.
2-66759)*
4.1(a)-6 --- Fifth Supplemental Indenture dated as of
April 1, 1957.
(Exhibit b(1)(d)6 to Registration No.
2-66759)*
4.1(a)-7 --- Sixth Supplemental Indenture dated as of
September 1, 1958.
(Exhibit b(1)(d)7 to Registration No.
2-66759)*
4.1(a)-8 --- Seventh Supplemental Indenture dated as of
May 1,1961.
(Exhibit b(1)(d)8 to Registration No.
2-66759)*
4.1(a)-9 --- Eighth Supplemental Indenture dated as of
May 1, 1963.
(Exhibit b(1)(d)9 to Registration No.
2-66759)*
4.1(a)-10 --- Ninth Supplemental Indenture dated as of
January 1, 1971.
(Exhibit 4(d-10 to Form 8-K, dated
December 13, 1988)
4.1(a)-11 --- Tenth Supplemental Indenture dated as of
November 1, 1973.
(Exhibit 4(d-11 to Form 8-K, dated
December 13, 1988)
4.1(a)-12 --- Eleventh Supplemental Indenture dated as
of May 1, 1976.
(Exhibit 4(d-12 to Form 8-K, dated
December 13, 1988)
4.1(a)-13 --- Twelfth Supplemental Indenture dated as of
August 1, 1981
(Exhibit 4(a)-13 to Form 10-K, dated
March 26, 1982)*
<PAGE> -16-
4.1(a)-14 --- Thirteenth Supplemental Indenture dated
as of November 1, 1988
(Exhibit 4(d-14 to Form 8-K, dated
December 13, 1988)
4.1(a)-15 --- Fourteenth Supplemental Indenture dated
as of November 1, 1991
(Exhibit 4.1(a)-15 to Form 10-Q, dated
November 11, 1991)
4.1(a)-16 --- Fifteenth Supplemental Indenture dated as
of March 1, 1993
(Exhibit 4.1(a)-16 to Form 10-K, dated
March 25, 1993)
4.1(b) --- Installment Sales Contract between the
Village of L'Anse and UPPCO dated May 1,
1974.
(Exhibit A-II to Form 8-K, dated
July 10, 1974)*
4.1(c)-4 --- Loan Agreement dated as of June 30, 1988
between UPPCO and First of America
Bank-Copper Country (Exhibit 4.1(c)-4
to Form 10-K dated March 29, 1989)
4.1(d) --- Lease Agreement dated as of November 13,
1991 between UPPCO and UPBDC
(Exhibit 4.1(d) to Form 10-K dated
March 25, 1992)
[INSTRUMENTS TO WHICH UPBDC IS A PARTY]
4.2(a) --- Trust Indenture, Mortgage and Security
Agreement dated November 1, 1991,
relating to UPBDCO's Senior Secured
Note
(Exhibit 4.2(a) to Form 10-K dated
March 25, 1992)
4.2(c) --- Loan Agreement dated as of June 20, 1989
between UPBDC and National Bank of
Detroit.
(Exhibit 4.2(c) to Form 10-K, dated
March 28, 1990)
4.2(d) --- Lease Agreement dated as of November 13,
1991 between UPBDC and UPPCO
(Exhibit 4.2(d) to Form 10-K dated
March 25, 1992
* Parenthetical references following descriptions
of Upper Peninsula Power Company instruments are
to filings made by that company. 1934 ACT File
No. is 0-1276
(11) Statement re computation of per share earnings N/A
(15) Letter re unaudited interim financial information N/A
(18) Letter re change in accounting principles N/A
(19) Report furnished to security holders N/A
<PAGE> -17-
(22) Published report regarding matters submitted
to vote of security holders N/A
(23) Consents of experts and counsel
23(a) - Consent of Independent Certified Public
Accountants N/A
(24) Power of attorney N/A
(27) Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only
(Filed herewith)
(99) Additional Exhibits N/A
Item 6(b). Reports on Form 8-K
As previously reported, a current report on Form
8-K was filed on July 17, 1997 reporting on a
definitive Agreement and Plan of Merger between
Upper Peninsula Energy Corporation and WPS Resources
Corporation.
<PAGE> -18-
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UPPER PENINSULA ENERGY CORPORATION
(Registrant)
Date: November 14, 1997
/s/ B. C. Arola
B. C. Arola
Vice President, Treasurer and Secretary
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000838868
<NAME> UPPER PENINSULA ENERGY CORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 102,927
<OTHER-PROPERTY-AND-INVEST> 11,371
<TOTAL-CURRENT-ASSETS> 17,032
<TOTAL-DEFERRED-CHARGES> 3,797
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 135,127
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 21,129
<RETAINED-EARNINGS> 21,174
<TOTAL-COMMON-STOCKHOLDERS-EQ> 42,303
445
0
<LONG-TERM-DEBT-NET> 43,083
<SHORT-TERM-NOTES> 9,600
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 253
0
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17
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</TABLE>
