SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 1994
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WPS Resources Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin
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State or other jurisdiction of incorporation)
1-11337 39-1775292
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(Commission File Number) (IRS Employer Identification No.)
700 North Adams Street, P. O. Box 19001, Green Bay, WI 54307
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 433-1445
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Index to Exhibits is on Page 4
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ITEM 5. Other Events.
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On September 1, 1994, Articles of Share Exchange
implementing the Agreement and Plan of Share Exchange dated January
17, 1994 (the "Plan") between WPS Resources Corporation and
Wisconsin Public Service Corporation were filed in the office of
the Wisconsin Secretary of State. Pursuant to the Plan each
outstanding share of Common Stock of Wisconsin Public Service
Corporation was automatically exchanged as of that date for one
share of Common Stock, $1 par value, of WPS Resources Corporation
(the "Share Exchange"), and WPS Resources Corporation became the
owner of all of the outstanding Common Stock of Wisconsin Public
Service Corporation. The Plan had previously been approved by the
holders of Wisconsin Public Service Corporation Common Stock at the
annual meeting held May 5, 1994, and the regulatory approvals
required for implementation of the Plan have been received from the
Public Service Commission of Wisconsin, the Federal Energy
Regulatory Commission, the Securities and Exchange Commission and
the Nuclear Regulatory Commission.
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits.
(2) Articles of Share Exchange as filed with the
Wisconsin Secretary of State.
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SIGNATURES
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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 hereunto duly authorized.
WPS RESOURCES CORPORATION
/s/ R. H. Knuth
By:____________________________________
R. H. Knuth
Assistant Vice President-Secretary
Date: September 1, 1994
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EXHIBIT INDEX
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Exhibit Page
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(2) Articles of Share Exchange as 1
filed with the Wisconsin
Secretary of State.
ARTICLES OF SHARE EXCHANGE
WPS RESOURCES CORPORATION
(a Wisconsin corporation)
The Acquiring Corporation
and
WISCONSIN PUBLIC SERVICE CORPORATION
(a Wisconsin corporation)
The Acquired Corporation
=========================
In accordance with and pursuant to Section 180.1105 of the Wisconsin
Business Corporation Law ("WBCL"), WPS Resources Corporation, a Wisconsin
corporation ("Acquiring Corporation"), as of the 1st day of September, 1994,
DOES HEREBY EXECUTE the following ARTICLES OF SHARE EXCHANGE:
ARTICLE 1
---------
The Agreement and Plan of Share Exchange by and between the
Acquiring Corporation and Wisconsin Public Service Corporation, a Wisconsin
corporation (the "Acquired Corporation"), dated as of January 17, 1994 ("Plan
of Share Exchange"), a true and correct copy of which is attached hereto as
Exhibit A and hereby incorporated by reference herein, was approved in
accordance with Section 180.1103 of the WBCL.
ARTICLE 2
---------
The Board of Directors of Acquired Corporation, in accordance with
its Restated Articles of Incorporation, as amended, and By-laws and the WBCL,
approved and adopted the Plan of Share Exchange and the transactions
contemplated thereby on December 9, 1993.
ARTICLE 3
---------
The stockholders of Acquired Corporation, in accordance with
Acquired Corporation's Restated Articles of Incorporation, as amended, and
By-laws and the WBCL, approved and adopted the Plan of Share Exchange and the
transactions contemplated thereby on May 5, 1994.
ARTICLE 4
---------
The Board of Directors of the Acquiring Corporation, in accordance
with the Acquiring Corporation's Articles of Incorporation and By-laws and the
WBCL, approved and adopted the Plan of Share Exchange and the transactions
contemplated thereby and directed the submission of the Plan of Share Exchange
to the sole shareholder of the Acquiring Corporation on December 9, 1993.
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<PAGE>
ARTICLE 5
---------
Acquired Corporation, as the then sole shareholder of the Acquiring
Corporation, in accordance with the Acquiring Corporation's Articles of
Incorporation and By-laws and the WBCL, approved and adopted the Plan of Share
Exchange and the transactions contemplated thereby on December 9, 1993.
ARTICLE 6
---------
These Articles of Share Exchange shall be effective, and the
exchange of shares provided for under the Plan of Share Exchange shall take
effect, upon the filing of these Articles of Share Exchange with the office of
the Wisconsin Secretary of State.
IN WITNESS WHEREOF, the Acquiring Corporation has caused these
Articles of Share Exchange to be executed by its duly authorized officers as
of the day and year first above written.
WPS RESOURCES CORPORATION
/s/ Daniel A. Bollom
By:_________________________________
Daniel A. Bollom
President and Chief Executive
Officer
/s/ Robert H. Knuth
Attest:______________________________
Robert H. Knuth
Secretary
These Articles of Share Exchange have been drafted by, and should be
returned to, Michael S. Nolan, Esq., Foley & Lardner, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
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<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF SHARE EXCHANGE
AGREEMENT AND PLAN OF SHARE EXCHANGE, dated January 17, 1994,
(this "Agreement"), between WISCONSIN PUBLIC SERVICE CORPORATION, a Wisconsin
corporation ("WPS"), and WPS RESOURCES CORPORATION, a Wisconsin corporation
("WPS Resources").
WHEREAS, WPS has authority to issue 33,000,000 shares, consisting of
1,000,000 shares of Preferred Stock, par value $100 per share (the "WPS
Preferred Stock"), of which 512,000 shares were issued and outstanding on
January 17, 1994; and 32,000,000 shares of Common Stock, par value $4 per
share (the "WPS Common Stock"), of which 23,896,962 shares were issued and
outstanding on January 17, 1994;
WHEREAS, WPS Resources has authority to issue 100,000,000 shares of
Common Stock, par value $1 per share (the "WPS Resources Common Stock"), of
which 100 shares are issued and outstanding and owned beneficially and of
record of WPS;
WHEREAS, the respective Boards of Directors of WPS and WPS Resources
have determined that it is advisable and in the best interests of each of such
corporations to effect an exchange of the issued and outstanding shares of WPS
Common Stock for shares of WPS Resources Common Stock upon the terms and
subject to the conditions herein provided (the "Exchange") for the purpose of
reorganizing WPS into a holding company structure; and
WHEREAS, the respective Boards of Directors of WPS and WPS Resources
have, by resolutions duly adopted, approved this Agreement and directed that
it be executed by the undersigned officers and that it be submitted to a vote
of their respective shareholders.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, the parties hereby agree as follows:
ARTICLE 1
NAMES OF ACQUIRED CORPORATION AND
ACQUIRING CORPORATION
Section 1.1 The Acquired Corporation. The name of the corporation
the shares of which are proposed to be acquired by WPS Resources in the
Exchange is WISCONSIN PUBLIC SERVICE CORPORATION.
Section 1.2 The Acquiring Corporation. The name of the corporation
proposing to acquire shares of WPS in the Exchange is WPS RESOURCES
CORPORATION.
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ARTICLE 2
TERMS AND CONDITIONS OF PROPOSED EXCHANGE
Section 2.1 General. At the Effective Time (as hereinafter
defined): (a) the shares of WPS Common Stock then issued and outstanding
shall be exchanged for shares of WPS Resources Common Stock, and (b) the
shares of WPS Preferred Stock then issued and outstanding shall be and remain
issued and outstanding shares of WPS Preferred Stock in accordance with their
terms.
Section 2.2 Effective Time. The "Effective Time" of the Exchange
shall be the close of business on the day on which Articles of Share Exchange
with respect thereto substantially in the form attached hereto as Exhibit I
are filed with the Secretary of State of Wisconsin in accordance with the
Wisconsin Business Corporation Law (the "WBCL") or such later time as may be
designated in the Articles of Share Exchange.
ARTICLE 3
MANNER AND BASIS OF EXCHANGING SHARES
OF CAPITAL STOCK IN THE EXCHANGE
Section 3.1 Exchange of WPS Common Stock for WPS Resources Common
Stock. At the Effective Time, automatically by virtue of the Exchange and
without further action on the part of the holder thereof, each share of WPS
Common Stock outstanding immediately prior to the Effective Time shall be
exchanged for one share of WPS Resources Common Stock, which shall thereupon
be validly issued, fully paid and nonassessable except for liability which may
be imposed on the holders thereof under Section 180.0622(2)(b) of the WBCL.
Section 3.2 Cancellation of WPS Resources Common Stock. Each share
of WPS Resources Common Stock issued and outstanding immediately prior to the
Effective Time shall be cancelled and restored to the status of authorized and
unissued WPS Resources Common Stock.
Section 3.3 WPS Preferred Stock. The Exchange shall not affect, or
cause any change in, WPS Preferred Stock. Each share of WPS Preferred Stock
issued and outstanding immediately prior to the Effective Time shall,
immediately following the Effective Time, be issued and outstanding as a
validly issued, fully paid and nonassessable share of WPS Preferred Stock.
Section 3.4 Fractional Shares. No fractional shares of WPS
Resources Common Stock shall be issued in the Exchange.
Section 3.5 Stock Certificates. (a) Following the Effective Time,
each holder of a certificate or certificates theretofore representing
outstanding shares of WPS Common Stock may, but shall not be required to,
surrender the same to WPS Resources or its transfer agent for cancellation or
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transfer, and each such holder or transferee will be entitled to receive a
certificate or certificates representing the same number of shares of WPS
Resources Common Stock as the number of shares of WPS Common Stock previously
represented by such stock certificates so surrendered. Until so surrendered
or presented for transfer, each outstanding certificate which prior to the
Effective Time represented shares of WPS Common Stock shall be deemed for all
corporate purposes to represent the ownership of the same number of shares of
WPS Resources Common Stock as though such surrender and transfer had taken
place. If any certificate representing shares of WPS Resources Common Stock
is to be issued in a name other than that of the registered holder of the
certificate formerly representing shares of WPS Common Stock presented for
transfer, it shall be a condition of issuance that (i) the certificate so
surrendered shall be properly endorsed or accompanied by a stock power and
shall otherwise be in proper form for transfer and (ii) the person requesting
such issuance shall pay to WPS Resources' transfer agent any transfer or other
taxes required by reason of issuance of certificates representing WPS
Resources Common Stock in a name other than that of the registered holder of
the certificate presented, or establish to the satisfaction of WPS Resources
or its transfer agent that such taxes have been paid or are not applicable;
(b) immediately following the Effective Time, WPS shall cause to be delivered
to WPS Resources, a certificate registered in the name of WPS Resources for
the number of shares of WPS Common Stock issued and outstanding at the
Effective Time.
ARTICLE 4
OTHER PROVISIONS WITH RESPECT TO THE EXCHANGE
Section 4.1 Further Assurances. WPS and WPS Resources,
respectively, shall take all such action as may be necessary or appropriate in
order to effectuate the Exchange. In case at any time after the Effective
Time any further action is necessary or desirable to carry out the purposes of
this Agreement, the officers and directors of each of WPS and WPS Resources
shall take all such further action.
Section 4.2 Conditions to the Exchange. The consummation of the
Exchange is subject to the satisfaction of the following conditions prior to
the Effective Time:
(a) The Exchange shall have received the approval of the holders of
Common Stock of each of WPS and WPS Resources to the extent required by the
WBCL and the respective Articles of Incorporation and By-laws of WPS and WPS
Resources;
(b) A registration statement or registration statements relating to
the shares of WPS Resources Company Common Stock to be issued as a result of
the Exchange shall be effective under the Securities Act of 1933, as amended,
and shall not be the subject of any "stop order";
(c) There shall have been obtained an order from the Securities and
Exchange Commission under the Public Utility Holding Company Act of 1935 in
form and substance satisfactory to WPS and WPS Resources, and their counsel
approving the acquisition, either directly or indirectly, by WPS Resources of
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<PAGE>
securities of WPS and Wisconsin River Power Company in connection with the
Exchange;
(d) The shares of WPS Resources Common Stock to be issued as a
result of the Exchange shall have been approved for listing, upon official
notice of issuance, by the New York Stock Exchange and the Chicago Stock
Exchange;
(e) WPS shall have received an opinion from Foley & Lardner,
counsel to WPS, substantially to the effect that, on the basis of the facts,
assumptions and qualifications set forth in such opinion, for Federal income
tax purposes: (1) no gain or loss will be recognized by WPS Resources or the
holders of WPS Common Stock who receive WPS Resources Common Stock by reason
of the consummation of the Exchange; (2) the basis of WPS Resources Common
Stock received by a holder of WPS Common Stock in the Exchange will be the
same as the basis of the WPS Common Stock exchanged for such WPS Resources
Common Stock; and (3) each holder who holds WPS Common Stock as a capital
asset will include in his holding period for WPS Resources Common Stock which
he receives in the Exchange his holding period for such WPS Common Stock
exchanged for such WPS Resources Common Stock;
(f) WPS shall have received an opinion, in form and substance
satisfactory to WPS from Foley & Lardner, counsel to WPS, as to the validity
of WPS Resources Common Stock to be issued in the Exchange; and
(g) WPS shall have received all orders, authorizations, consents
and approvals from all regulatory bodies, boards or agencies, (including,
without limitation, the Federal Energy Regulatory Commission, the Public
Service Commission of Wisconsin and the Michigan Public Service Commission) in
form and substance satisfactory to WPS and WPS Resources, which are necessary
or appropriate for the consummation of the Exchange and all other transactions
contemplated hereby.
Section 4.3 Amendment; Waiver. The parties hereto, to the extent
permitted by law, by mutual consent of their respective Boards of Directors,
may amend, modify or supplement this Agreement or waive any condition set
forth in Section 4.2 hereof in such manner as may be agreed upon by them in
writing, at any time before or after approval of this Agreement by the
shareholders of WPS; provided, however, that no such amendment, modification,
supplement or waiver shall, in the sole judgment of the Board of Directors of
WPS, materially and adversely affect the rights of the shareholders of WPS.
Section 4.4 Deferral. Consummation of the transactions herein
provided for may be deferred by the Boards of Directors of WPS and WPS
Resources for a reasonable period of time if said Boards determine that such
deferral would be in the best interests of WPS and its shareholders.
Section 4.5 Termination. This Agreement may be terminated and the
Exchange and other transactions herein provided for abandoned at any time
before the Effective Time, whether before or after approval of this Agreement
by the shareholders of WPS, by the parties hereto, by mutual consent of their
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<PAGE>
respective Boards of Directors, if such Boards of Directors determine for any
reason that the consummation of the transactions provided for herein would for
any reason be inadvisable, or that any regulatory or other consents or
approvals deemed necessary or advisable by such Boards of Directors have not
been obtained within a reasonable time after approval by the shareholders of
WPS.
Section 4.6 Counterparts. This Agreement may be executed in two or
more counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.
Section 4.7 Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of, or to
affect the meaning or interpretation of, this Agreement.
Section 4.8 Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Wisconsin.
IN WITNESS WHEREOF, WPS and WPS Resources have executed this
Agreement by their respective duly authorized officers as of the date first
written above.
WISCONSIN PUBLIC SERVICE CORPORATION
/s/ Daniel A. Bollom
Attest: By:______________________________________
Name: Daniel A. Bollom
Title: President and Chief
Executive Officer
/s/ Robert H. Knuth
__________________________
Robert H. Knuth, Secretary
WPS RESOURCES CORPORATION
/s/ Daniel A. Bollom
Attest: By:______________________________________
Name: Daniel A. Bollom
Title: President and Chief
Executive Officer
/s/ Robert H. Knuth
__________________________
Robert H. Knuth, Secretary
5
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EXHIBIT I
ARTICLES OF SHARE EXCHANGE
WPS RESOURCES CORPORATION
(a Wisconsin corporation)
The Acquiring Corporation
and
WISCONSIN PUBLIC SERVICE CORPORATION
(a Wisconsin corporation)
The Acquired Corporation
=========================
In accordance with and pursuant to Section 180.1105 of the Wisconsin
Business Corporation Law ("WBCL"), WPS Resources Corporation, a Wisconsin
corporation ("Acquiring Corporation"), as of the day of , 1994,
DOES HEREBY EXECUTE the following ARTICLES OF SHARE EXCHANGE:
ARTICLE 1
---------
The Agreement and Plan of Share Exchange by and between the
Acquiring Corporation and Wisconsin Public Service Corporation, a Wisconsin
corporation (the "Acquired Corporation"), dated as of January 17, 1994 ("Plan
of Share Exchange"), a true and correct copy of which is attached hereto as
Exhibit A and hereby incorporated by referenced herein, was approved in
accordance with Section 180.1103 of the WBCL.
ARTICLE 2
---------
The Board of Directors of Acquired Corporation, in accordance with
its Restated Articles of Incorporation and By-laws and the WBCL,
approved and adopted the Plan of Share Exchange and the transactions
contemplated thereby on December 9, 1993.
ARTICLE 3
---------
The stockholders of Acquired Corporation, in accordance with
Acquired Corporation's Restated Articles of Incorporation and
By-laws and the WBCL, approved and adopted the Plan of Share Exchange and the
transactions contemplated thereby on May 5, 1994.
ARTICLE 4
---------
The Board of Directors of the Acquiring Corporation, in accordance
with the Acquiring Corporation's Articles of Incorporation and By-laws and the
WBCL, approved and adopted the Plan of Share Exchange and the transactions
contemplated thereby and directed the submission of the Plan of Share Exchange
to the sole shareholder of the Acquiring Corporation on December 9, 1993.
ARTICLE 5
---------
Acquired Corporation, as the then sole shareholder of the Acquiring
Corporation, in accordance with the Acquiring Corporation's Articles of
Incorporation and By-Laws and the WBCL, approved and adopted the Plan of Share
Exchange and the transactions contemplated thereby on December 9, 1993.
<PAGE>
ARTICLE 6
---------
These Articles of Share Exchange shall be effective, and the
exchange of shares provided for under the Plan of Share Exchange shall take
effect, upon the filing of these Articles of Share Exchange with the office of
the Wisconsin Secretary of State.
IN WITNESS WHEREOF, the Acquiring Corporation has caused these
Articles of Share Exchange to be executed by its duly authorized officers as
of the day and year first above written.
WPS RESOURCES CORPORATION
By:_________________________________
Daniel A. Bollom
President and Chief Executive
Officer
Attest:______________________________
Robert H. Knuth
Secretary
These Articles of Share Exchange have been drafted by, and should be
returned to, Michael S. Nolan, Esq., Foley & Lardner, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
