FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
WPS RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1775292
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
700 North Adams Street
P. O. Box 19001
Green Bay, Wisconsin 54307
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, $1 par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. GENERAL INFORMATION.
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(a) WPS Resources Corporation ("Company" or "Registrant") was
incorporated under the laws of the State of Wisconsin on December 3, 1993.
(b) The Company's fiscal year ends on December 31st.
ITEM 2. TRANSACTION OF SUCCESSION.
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(a) Wisconsin Public Service Corporation, a Wisconsin corporation
("WPSC"), which will be the predecessor corporation of the Company, has its
Common Stock registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended.
(b) The Company was formed by WPSC for the purpose of forming a
holding company system pursuant to which WPSC would become a wholly-owned
subsidiary of the Company. Pursuant to the Agreement and Plan of Share
Exchange, dated as of January 17, 1994 (the "Plan"), between the Company and
WPSC, all of the outstanding shares of common stock of WPSC will be exchanged
on a share for share basis for shares of common stock of the Company (the
"Share Exchange"). The Plan had previously been approved by the sole
shareholder of the Company, WPSC, on December 9, 1993. The Plan was approved
by the shareholders of WPSC on May 5, 1994.
At the effective time of the Plan, estimated to be on July 1, 1994,
or as soon thereafter as practicable, each outstanding share of WPSC Common
Stock, $4 par value ("WPSC Common Stock"), will be automatically converted
into one share of the Company's Common Stock, $1 par value ("Company Common
Stock").
ITEM 3. SECURITIES TO BE REGISTERED.
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There are 100,000,000 shares of the Company's Common Stock
authorized, of which 23,896,962 shares will be outstanding at the effective
time of the Plan. None of the issued shares of Company Common Stock are or
will then be held by or for the account of the Company.
ITEM 4. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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The description of the Company's Common Stock contained under the
captain "PROPOSED SHARE EXCHANGE AND CORPORATE RESTRUCTURING - Description of
WPS Resources Common Stock" in the Company's Registration Statement on Form
S-4 (Reg. No. 33-52199) filed February 8, 1994, is incorporated herein by
reference.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements
None
(b) Exhibits
2.1 Agreement and Plan of Share Exchange, dated January 17,
1994, by and between WPSC and the Registrant.
[Incorporated by reference from Appendix A to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-4, filed February 28, 1994 (Reg. No. 33-52199).]
3.1 Restated Articles of Incorporation of the Registrant.
[Incorporated by reference from Appendix B to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-4, filed February 28, 1994 (Reg. No. 33-52199).]
3.2 By-Laws of Registrant. [Incorporated by reference to
Exhibit 3B to the Registrant's Registration Statement on
Form S-4, filed February 8, 1994 (Reg. No. 33-52199).]
3.3 Articles of Incorporation of Wisconsin Public Service
Corporation as effective May 26, 1972 and amended through
May 31, 1988 (Incorporated by reference to Exhibit 3A to
Form 10-K for the year ended December 31, 1991 - File No.
1-3016); Articles of Amendment to Articles of
Incorporation dated June 9, 1993 (Incorporated by
reference to Exhibit 3 to Form 8-K filed June 10, 1993 -
File No. 1-3016).
3.4 By-Laws in effect February 14, 1991 (Incorporated by
reference to Exhibit 3B to Form 10-K for the year ended
December 31, 1991 - File No. 1-3016).
4.1 Copy of First Mortgage and Deed of Trust, dated as of
January 1, 1941 from Wisconsin Public Service Corporation
to First Wisconsin Trust Company, Trustee (Incorporated by
reference to Exhibit 7.01 - File No. 2-7229); Supplemental
Indenture, dated as of November 1, 1947 (Incorporated by
reference to Exhibit 7.02 - File No. 2-7602); Supplemental
Indenture, dated as of November 1, 1950 (Incorporated by
reference to Exhibit 4.04 - File No. 2-10174);
Supplemental Indenture, dated as of May 1, 1953
(Incorporated by reference to Exhibit 4.03 - File No.
2-10716); Supplemental Indenture, dated as of October 1,
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1954 (Incorporated by reference to Exhibit 4.03 - File No.
2-13572); Supplemental Indenture, dated as of December 1,
1957 (Incorporated by reference to Exhibit 4.03 - File No.
2-14527); Supplemental Indenture, dated as of October 1,
1963 (Incorporated by reference to Exhibit 2.02B - File
No. 2-65710); Supplemental Indenture, dated as of June 1,
1964 (Incorporated by reference to Exhibit 2.02B - File
No. 2-65710); Supplemental Indenture, dated as of November
1, 1967 (Incorporated by reference to Exhibit 2.02B - File
No. 2-65710); Supplemental Indenture, dated as of April 1,
1969 (Incorporated by reference to Exhibit 2.02B - File
No. 2-65710); Fifteenth Supplemental Indenture, dated as
of May 1, 1971 (Incorporated by reference to Exhibit 2.02B
- File No. 2-65710); Sixteenth Supplemental Indenture,
dated as of August 1, 1973 (Incorporated by reference to
Exhibit 2.02B - File No. 2-65710); Seventeenth
Supplemental Indenture, dated as of September 1, 1973
(Incorporated by reference to Exhibit 2.02B - File No.
2-65710); Eighteenth Supplemental Indenture, dated as of
October 1, 1975 (Incorporated by reference to Exhibit
2.02B - File No. 2-65710); Nineteenth Supplemental
Indenture, dated as of February 1, 1977 (Incorporated by
reference to Exhibit 2.02B - File No. 2-65710); Twentieth
Supplemental Indenture, dated as of July 15, 1980
(Incorporated by reference to Exhibit 4B to Form 10-K for
the year ended December 31, 1980 - File No. 1-3016);
Twenty-First Supplemental Indenture, dated as of December
1, 1980 (Incorporated by reference to Exhibit 4B to Form
10-K for the year ended December 31, 1980 - File No.
1-3016); Twenty-Second Supplemental Indenture, dated as of
April 1, 1981 (Incorporated by reference to Exhibit 4B to
Form 10-K for the year ended December 31, 1981 - File No.
1-3016); Twenty-Third Supplemental Indenture, dated as of
February 1, 1984 (Incorporated by reference to Exhibit
4B to Form 10-K for the year ended December 31, 1983 -
File No. 1-3016); Twenty-Fourth Supplemental Indenture,
dated as of March 15, 1984 (Incorporated by reference to
Exhibit 1 to Form 10-Q for the quarter ended June 30, 1984
- File No. 1-3016); Twenty-Fifth Supplemental Indenture,
dated as of October 1, 1985 (Incorporated by reference to
Exhibit 1 to Form 10-Q for the quarter ended September 30,
1985 - File No. 1-3016); Twenty-Sixth Supplemental
Indenture, dated as of December 1, 1987 (Incorporated by
reference to Exhibit 4A-1 to Form 10-K for year ended
December 31, 1987 - File No. 1-3016); Twenty-Seventh
Supplemental Indenture, dated as of September 1, 1991
(Incorporated by reference to Exhibit 4 to Form 8-K filed
September 18, 1991 - File No. 1-3016); Twenty-Eighth
Supplemental Indenture, dated as of July 1, 1992
(Incorporated by reference to Exhibit 4B - File No.
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33-51428); Twenty-Ninth Supplemental Indenture, dated as
of October 1, 1992 (Incorporated by reference to Exhibit 4
to Form 8-K filed October 22, 1992 - File No. 1-3016);
Thirtieth Supplemental Indenture, dated as of February 1,
1993 (Incorporated by reference to Exhibit 4 to Form 8-K
filed January 27, 1993 - File No. 1-3016); Thirty-First
Supplemental Indenture, dated as of July 1, 1993
(Incorporated by reference to Exhibit 4 to Form 8-K filed
July 7, 1993 - File No. 1-3016); Thirty-Second
Supplemental Indenture, dated as of November 1, 1993
(Incorporated by reference to Exhibit 4 to Form 10-Q for
the quarter ended September 30, 1993 - File No. 1-3016).
10.1 Copy of Joint Power Supply Agreement among Wisconsin
Public Service Corporation, Wisconsin Power and Light
Company and Madison Gas and Electric Company, dated
February 2, 1967 (Incorporated by reference to Exhibit
4.09 in File No. 2-27308).
10.2 Copy of Joint Power Supply Agreement (Exclusive of
Exhibits) among Wisconsin Public Service Corporation,
Wisconsin Power and Light Company and Madison Gas and
Electric Company, dated July 26, 1973 (Incorporated by
reference to Exhibit 5.04A in File No. 2-48781).
10.3 Copy of Basic Generating Agreement, Unit 4, Edgewater
Generating Station, dated June 5, 1967, between Wisconsin
Power and Light Company and Wisconsin Public Service
Corporation (Incorporated by reference to Exhibit 4.10 in
File No. 2-27308.)
10.3-1 Copy of Agreement for Construction and Operation of
Edgewater 5 Generating Unit, dated February 24, 1983,
among Wisconsin Power and Light Company, Wisconsin
Electric Power Company and Wisconsin Public Service
Corporation (Incorporated by reference to Exhibit 10C-1 to
Form 10-K for the year ended December 31, 1983 - File No.
1-3016).
10.3-2 Amendment No. 1 to Agreement for Construction and
Operation of Edgewater 5 Generating Unit, dated December
1, 1988 (Incorporated by reference to Exhibit 10C-2 to
Form 10-K for the year ended December 31, 1988 - File No.
1-3016).
10.4 Copy of revised Agreement for Construction and Operation
of Columbia Generating Plant among Wisconsin Public
Service Corporation, Wisconsin Power and Light Company and
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Madison Gas and Electric Company, dated July 26, 1973
(Incorporated by reference to Exhibit 5.07 in File No.
2-48781).
10.5 Copy of Guaranty and Agreements and Note Agreements for
Wisconsin Public Service Corporation Employee Stock
Ownership Plan and Trust (ESOP) dated November 1, 1990
(Incorporated by reference to Exhibits 10.1 and 10.2 to
Form 8-K filed November 2, 1990 - File No. 1-3016).
Executive Compensation Plans and Arrangements
10.6-1 Copy of Form of Wisconsin Public Service Corporation
Deferred Compensation Agreement (Plan 008) with certain
executive officers of the registrant. (Incorporated by
reference to Exhibit 10F-1 to Form 8, amending Form 10-K
for the year ended December 31, 1992 - File No. 1-3016).
10.6-2 Copy of Form of Wisconsin Public Service Corporation
Supplemental Benefits and Deferred Compensation Agreement
(Plan 009) with certain executive officers including the
named executive officers of the registrant, as defined by
item 402(a)(3) of Regulation S-K. (Incorporated by
reference to Exhibit 10F-2 to Form 8, amending Form 10-K
for the year ended December 31, 1992 - File No. 1-3016).
10.6-3 Copy of Form of Wisconsin Public Service Corporation
Deferred Compensation Agreement (Plan 010) with certain
executive officers of the registrant. (Incorporated by
reference to Exhibit 10F-3 to Form 8, amending Form 10-K
for the year ended December 31, 1992 - File No. 1-3016).
10.6-4 Copy of Form of Wisconsin Public Service Corporation
Director Deferred Compensation Agreement (Plan 011) with
certain nonemployee directors. (Incorporated by reference
to Exhibit 10F-4 to Form 8, amending Form 10-K for the
year ended December 31, 1992 - File No. 1-3016).
11 Statement re: computation of per share earnings.
(Incorporated by reference to Exhibit 11 to the
registrant's Registration Statement on Form S-4 filed
February 8, 1994 - Reg. No. 33-52199).
22 Subsidiaries of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
WPS RESOURCES CORPORATION
By: /s/ Patrick D. Schrickel
---------------------------------
Patrick D. Schrickel,
Senior Vice President
Date: June 1, 1994
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EXHIBIT INDEX
Exhibit No. Page
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2.1 Agreement and Plan of Share Exchange, dated N/A
January 17, 1994, by and between WPSC and the
Registrant. [Incorporated by reference from Appendix
A to Amendment No. 1 to the Registrant's Registration
Statement on Form S-4, filed February 28, 1994 (Reg. No.
33-52199).]
3.1 Restated Articles of Incorporation of the Registrant. N/A
[Incorporated by reference from Appendix B to Amendment
No. 1 to the Registrant's Registration Statement on
Form S-4, filed February 28, 1994 (Reg. No. 33-52199).]
3.2 By-Laws of Registrant. [Incorporated by reference to N/A
Exhibit 3B to the Registrant's Registration Statement on
Form S-4, filed February 8, 1994 (Reg. No. 33-52199).]
3.3 Articles of Incorporation of Wisconsin Public Service N/A
Corporation as effective May 26, 1972 and amended
through May 31, 1988 (Incorporated by reference to
Exhibit 3A to Form 10-K for the year ended December
31, 1991 - File No. 1-3016); Articles of Amendment to
Articles of Incorporation dated June 9, 1993
(Incorporated by reference to Exhibit 3 to Form 8-K
filed June 10, 1993 - File No. 1-3016).
3.4 By-Laws in effect February 14, 1991 (Incorporated by N/A
reference to Exhibit 3B to Form 10-K for the year ended
December 31, 1991 - File No. 1-3016).
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Exhibit No. Page
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4.1 Copy of First Mortgage and Deed of Trust, dated as of N/A
January 1, 1941 from Wisconsin Public Service
Corporation to First Wisconsin Trust Company, Trustee
(Incorporated by reference to Exhibit 7.01 - File No.
2-7229); Supplemental Indenture, dated as of
November 1, 1947 (Incorporated by reference to Exhibit
7.02 - File No. 2-7602); Supplemental Indenture, dated
as of November 1, 1950 (Incorporated by reference to
Exhibit 4.04 - File No. 2-10174); Supplemental
Indenture, dated as of May 1, 1953 (Incorporated by
reference to Exhibit 4.03 - File No. 2-10716);
Supplemental Indenture, dated as of October 1, 1954
(Incorporated by reference to Exhibit 4.03 - File No.
2-13572); Supplemental Indenture, dated as of
December 1, 1957 (Incorporated by reference to Exhibit
4.03 - File No. 2-14527); Supplemental Indenture, dated
as of October 1, 1963 (Incorporated by reference to
Exhibit 2.02B - File No. 2-65710); Supplemental
Indenture, dated as of June 1, 1964 (Incorporated by
reference to Exhibit 2.02B - File No. 2-65710);
Supplemental Indenture, dated as of November 1, 1967
(Incorporated by reference to Exhibit 2.02B - File No.
2-65710); Supplemental Indenture, dated as of April 1,
1969 (Incorporated by reference to Exhibit 2.02B - File
No. 2-65710); Fifteenth Supplemental Indenture, dated
as of May 1, 1971 (Incorporated by reference to Exhibit
2.02B - File No. 2-65710); Sixteenth Supplemental
Indenture, dated as of August 1, 1973 (Incorporated by
reference to Exhibit 2.02B - File No. 2-65710);
Seventeenth Supplemental Indenture, dated as of
September 1, 1973 (Incorporated by reference to Exhibit
2.02B - File No. 2-65710); Eighteenth Supplemental
Indenture, dated as of October 1, 1975 (Incorporated by
reference to Exhibit 2.02B - File No. 2-65710);
Nineteenth Supplemental Indenture, dated as of February
1, 1977 (Incorporated by reference to Exhibit 2.02B -
File No. 2-65710); Twentieth Supplemental Indenture,
dated as of July 15, 1980 (Incorporated by reference to
Exhibit 4B to Form 10-K for the year ended December
31, 1980 - File No. 1-3016); Twenty-First Supplemental
Indenture, dated as of December 1, 1980 (Incorporated
by reference to Twenty-First Supplemental Indenture,
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Exhibit No. Page
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4.1 by reference to Exhibit 4B to Form 10-K for the year
(cont'd) ended December 31, 1980 - File No. 1-3016);
Twenty-Second Supplemental Indenture, dated as of
April 1, 1981 (Incorporated by reference to Exhibit 4B
to Form 10-K for the year ended December 31, 1981 -
File No. 1-3016); Twenty-Third Supplemental Indenture,
dated as of February 1, 1984 (Incorporated by reference
to Exhibit 4B to Form 10-K for the year ended
December 31, 1983 - File No. 1-3016); Twenty-Fourth
Supplemental Indenture, dated as of March 15, 1984
(Incorporated by reference to Exhibit 1 to Form 10-Q
for the quarter ended June 30, 1984 - File No. 1-3016);
Twenty-Fifth Supplemental Indenture, dated as of
October 1, 1985 (Incorporated by reference to Exhibit 1
to Form 10-Q for the quarter ended September 30, 1985
- File No. 1-3016); Twenty-Sixth Supplemental
Indenture, dated as of December 1, 1987 (Incorporated
by reference to Exhibit 4A-1 to Form 10-K for year
ended December 31, 1987 - File No. 1-3016);
Twenty-Seventh Supplemental Indenture, dated as of
September 1, 1991 (Incorporated by reference to Exhibit
4 to Form 8-K filed September 18, 1991 - File No. 1-
3016); Twenty-Eighth Supplemental Indenture, dated as
of July 1, 1992 (Incorporated by reference to Exhibit 4B
- File No. 33-51428); Twenty-Ninth Supplemental
Indenture, dated as of October 1, 1992 (Incorporated by
reference to Exhibit 4 to Form 8-K filed October 22,
1992 - File No. 1-3016); Thirtieth Supplemental
Indenture, dated as of February 1, 1993 (Incorporated by
reference to Exhibit 4 to Form 8-K filed January 27,
1993 - File No. 1-3016); Thirty-First Supplemental
Indenture, dated as of July 1, 1993 (Incorporated by
reference to Exhibit 4 to Form 8-K filed July 7, 1993 -
File No. 1-3016); Thirty-Second Supplemental
Indenture, dated as of November 1, 1993 (Incorporated
by reference to Exhibit 4 to Form 10-Q for the quarter
ended September 30, 1993 - File No. 1-3016).
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Exhibit No. Page
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10.1 Copy of Joint Power Supply Agreement among N/A
Wisconsin Public Service Corporation, Wisconsin Power
and Light Company and Madison Gas and Electric
Company, dated February 2, 1967 (Incorporated by
reference to Exhibit 4.09 in File No. 2-27308).
10.2 Copy of Joint Power Supply Agreement (Exclusive of N/A
Exhibits) among Wisconsin Public Service Corporation,
Wisconsin Power and Light Company and Madison Gas
and Electric Company, dated July 26, 1973
(Incorporated by reference to Exhibit 5.04A in File No.
2-48781).
10.3 Copy of Basic Generating Agreement, Unit 4, N/A
Edgewater Generating Station, dated June 5, 1967,
between Wisconsin Power and Light Company and
Wisconsin Public Service Corporation (Incorporated by
reference to Exhibit 4.10 in File No. 2-27308.)
10.3-1 Copy of Agreement for Construction and Operation of N/A
Edgewater 5 Generating Unit, dated February 24, 1983,
among Wisconsin Power and Light Company,
Wisconsin Electric Power Company and Wisconsin
Public Service Corporation (Incorporated by reference to
Exhibit 10C-1 to Form 10-K for the year ended
December 31, 1983 - File No. 1-3016).
10.3-2 Amendment No. 1 to Agreement for Construction and N/A
Operation of Edgewater 5 Generating Unit, dated
December 1, 1988 (Incorporated by reference to Exhibit
10C-2 to Form 10-K for the year ended December 31,
1988 - File No. 1-3016).
10.4 Copy of revised Agreement for Construction and N/A
Operation of Columbia Generating Plant among
Wisconsin Public Service Corporation, Wisconsin Power
and Light Company and Madison Gas and Electric
Company, dated July 26, 1973 (Incorporated by
reference to Exhibit 5.07 in File No. 2-48781).
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Exhibit No. Page
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10.5 Copy of Guaranty and Agreements and Note N/A
Agreements for Wisconsin Public Service Corporation
Employee Stock Ownership Plan and Trust (ESOP)
dated November 1, 1990 (Incorporated by reference to
Exhibits 10.1 and 10.2 to Form 8-K filed November 2,
1990 - File No. 1-3016).
Executive Compensation Plans and Arrangements
10.6-1 Copy of Form of Wisconsin Public Service Corporation N/A
Deferred Compensation Agreement (Plan 008) with
certain executive officers of the registrant.
(Incorporated by reference to Exhibit 10F-1 to Form 8,
amending Form 10-K for the year ended December 31,
1992 - File No. 1-3016).
10.6-2 Copy of Form of Wisconsin Public Service Corporation N/A
Supplemental Benefits and Deferred Compensation
Agreement (Plan 009) with certain executive officers
including the named executive officers of the registrant,
as defined by item 402(a)(3) of Regulation S-K.
(Incorporated by reference to Exhibit 10F-2 to Form 8,
amending Form 10-K for the year ended December 31,
1992 - File No. 1-3016).
10.6-3 Copy of Form of Wisconsin Public Service Corporation N/A
Deferred Compensation Agreement (Plan 010) with
certain executive officers of the registrant.
(Incorporated by reference to Exhibit 10F-3 to Form 8,
amending Form 10-K for the year ended December 31,
1992 - File No. 1-3016).
10.6-4 Copy of Form of Wisconsin Public Service Corporation N/A
Director Deferred Compensation Agreement (Plan 011)
with certain nonemployee directors. (Incorporated by
reference to Exhibit 10F-4 to Form 8, amending Form
10-K for the year ended December 31, 1992 - File No.
1-3016).
11 Statement re: computation of per share earnings. N/A
(Incorporated by reference to Exhibit 11 to the
registrant's Registration Statement on Form S-4 filed
February 8, 1994 - Reg. No. 33-52199).
22 Subsidiaries of the Registrant. 13
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Exhibit 22
SUBSIDIARIES OF WPS RESOURCES CORPORATION
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As of June 1, 1994, WPS Resources Corporation has no subsidiaries.
Following the effective date of the Agreement and Plan of Share
Exchange dated January 17, 1994 between WPS Resources Corporation and
Wisconsin Public Service Corporation, WPS Resources Corporation will have the
following subsidiaries:
NAME OF SUBSIDIARY STATE OF INCORPORATION
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Wisconsin Public Service Corporation Wisconsin
Packerland Eneergy Service, Inc. Wisconsin
WPS Communications, Inc. Wisconsin
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