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Reg No. 33-47172
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 3
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
700 North Adams Street
P. O. Box 19001
Green Bay, Wisconsin 54307
414-433-1464
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(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
DANIEL A. BOLLOM, President MICHAEL S. NOLAN
and Chief Executive Officer Foley & Lardner
WPS Resources Corporation 777 East Wisconsin Avenue
700 North Adams Street Milwaukee, Wisconsin 53202
P. O. Box 19001 Telephone Number: 414-289-3608
Green Bay, Wisconsin 54307
Telephone Number: 414-433-1464
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
registration statement, as the registrant shall determine in light
of market conditions and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. X
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If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box.
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_________________
THERE ARE NO EXHIBITS INCLUDED IN THIS AMENDMENT.
PAGE 1 OF 19 PAGES
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600,000 Shares
WPS RESOURCES CORPORATION
Dividend Reinvestment and
Stock Purchase Plan
Common Stock, $1 Par Value
________________________
WPS Resources Corporation (the "Company") hereby offers to participants in its
Dividend Reinvestment and Stock Purchase Plan (the "Plan") an opportunity to
purchase Common Stock, $1 par value ("Common Stock"), in the Company under the
Plan. Participation in the Plan is open to (1) shareholders of record of the
Company's Common Stock, and (2) employees of the Company or one of its
majority-owned subsidiaries who receives compensation (other than a pension,
retirement allowance, retainer or fee under contract) for services rendered
to the Company (collectively, the "Participants"). Participants holding stock
in the Company may use their quarterly Common Stock dividends to purchase
Common Stock. In addition, all Participants have the option of making
supplemental cash payments of not less than $25 per payment subject to a
maximum of $5,000 per month to purchase additional shares of the Company's
Common Stock and to have the dividends on such stock reinvested under the
Plan. See "Description of Plan."
The price of each share of the Company's Common Stock purchased under the Plan
will be 100% of market value, determined as provided in the Plan.
Participants do not pay any brokerage fee or commission when they purchase
shares under the Plan. The Company bears the cost of administering the Plan.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus is September 1, 1994.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and officers, their remuneration, their security holdings, the
principal holders of securities of the Company and any material interest of
such persons in transactions with the Company, is disclosed in proxy
statements distributed to shareholders of the Company and filed with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the offices of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and 75 Park Place, New York, New York 10007, and copies of
such material can be obtained from the Public Reference Section of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, reports, proxy statements and other information concerning the
Company can be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005; and the Chicago Stock Exchange, 440
South LaSalle Street, Chicago, Illinois 60605.
Pursuant to an Agreement and Plan of Share Exchange, filed as
Exhibit 2 to the Company's Registration Statement on Form S-4 (Reg. No.
33-52199), each outstanding share of Common Stock of Wisconsin Public Service
Corporation ("WPSC") was exchanged for a share of Company Common Stock, $1 par
value per share ("Company Common Stock") and thereby WPSC became a subsidiary
of the Company. The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Act") in order to expressly adopt the Registration Statement
as its own in accordance with Rule 414(d) under the Act. The Prospectus does
not contain all of the information set forth in the Registration Statements,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statements.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of
filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference herein, modifies or supersedes
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such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Requests for such copies should be
directed to Robert H. Knuth, Secretary, WPS Resources Corporation, 700 North
Adams Street, P.O. Box 19001, Green Bay, Wisconsin 54307, telephone number
(414)433-1445.
THE COMPANY
The Company is a holding company whose primary subsidiary, WPSC, is
engaged in the production, transmission, distribution and sale of electricity
and in the purchase, distribution and sale of gas in northeastern Wisconsin
and the adjacent part of upper Michigan. WPSC was incorporated under the laws
of the State of Wisconsin in 1883. The Company's executive offices are at 700
North Adams Street, Green Bay, Wisconsin 54307. Its telephone number is (414)
433-1598.
USE OF PROCEEDS
The Company has no specific plan for the net proceeds to be
received from the sales, if any, of authorized but unissued shares of Common
Stock under the Plan. Rather, the Company offers the shares for the purposes
set out below and the net proceeds will be applied toward general corporate
purposes.
PURPOSES AND ADVANTAGES OF PLAN - ELIGIBILITY
1. WHAT ARE THE PURPOSES OF THE PLAN?
The purposes of the Plan are twofold. First it provides Company
shareholders and Company employees with a convenient and economical method of
investing cash dividends and/or optional cash payments in shares of the
Company's Common Stock. Second, the Plan provides the Company with the
ability to sell its authorized but unissued shares of Common Stock to Company
shareholders and employees which will provide additional equity funds to the
Company for its general corporate purposes.
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
The advantages of the Plan are the following:
a. Participants do not pay brokerage commissions, fees or service charges
in connection with purchases of shares under the Plan or for participating in
the Plan.
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b. Shares purchased under the Plan are held in the name of Firstar
Trust Company, which is acting as custodian for shares acquired pursuant to
the Plan (the "custodian") or any successor custodian, or a nominee for the
custodian or the participants under the Plan, and credited to a separate
account for each participant. This relieves participants of responsibility for
the safekeeping of multiple certificates for shares purchased and protects
participants against loss, theft or destruction of stock certificates.
c. A statement of the participant's Plan account is furnished after
each purchase of shares, thereby providing a simplified method of
recordkeeping.
d. Full investment of funds is possible under the Plan because the
Plan permits fractions of shares, as well as full shares, to be credited to
a participant's account. Participants are credited with dividends on full and
fractional shares held under the Plan.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
To be eligible to participate in the Plan a person must be one of the
following:
a. A shareholder of record of the Company's Common Stock; or
b. An employee of the Company or one of its majority-owned subsidiaries
who receives compensation (other than a pension, retirement allowance,
retainer or fee under contract) for services rendered to the Company.
If a person owns shares which are registered in someone else's name,
such as in the name of a broker, nominee or trustee, and desires to
participate in the Plan, such person may request the broker, nominee or
trustee to participate in the Plan on his or her behalf.
ADMINISTRATION AND AGENT
4. WHO ADMINISTERS THE PLAN?
The Company will administer the Plan. Inquiries and other
communications relating to the Plan should be mailed to the following address:
WPS Resources Corporation
Shareholder Services Department
P.O. Box 19001
Green Bay, Wisconsin 54307-9001
Persons who wish to communicate by telephone with the Company
concerning the Plan may do so by calling one of the following toll-free
shareholder information numbers:
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Local Calls (Green Bay Area) (414) 433-1050
Outside Green Bay Area 1-800-236-1551
If the Company elects to purchase shares for Plan participants on the
open market, an independent securities broker-dealer registered under the
Securities Exchange Act of 1934 (the "agent") will purchase shares of Common
Stock as the agent for the participants in the Plan. In such case, cash
dividends and optional cash payments which are to be invested under the Plan
will be paid or delivered by the Company to, or as directed by, the Agent and
applied by the Agent to the purchase of Common Stock of the Company.
PROCEDURE FOR JOINING - AUTHORIZATION CARD
5. HOW AND WHEN MAY AN ELIGIBLE PERSON JOIN THE PLAN?
An eligible person may join the Plan at any time by signing and
completing an Authorization Card and returning it to the Company.
Authorization cards will be provided at any time upon request to the Company
in writing or by telephone.
If a shareholder authorizes the reinvestment of dividends, dividends will
be reinvested beginning with the first dividend paid after the next record
date for that stock following receipt of the Authorization Card. Common Stock
record dates are normally the last business day of February, May, August and
November.
An optional cash payment received on or before the 18th day of any month
with or after receipt of an Authorization Card will be invested under the Plan
on the next Investment Date following receipt of the payment. Investment Dates
are normally the 20th day of each month or such date as soon as practicable
thereafter that the Agent is able to complete all purchases of Common Stock
required to be made under the Plan for such month. An optional cash payment
received after the 18th day of any month will generally be invested on the
Investment Date in the next succeeding month.
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card authorizes the Company to enroll an eligible
person in the Plan, to apply the dividends or optional cash payments, if any,
to be reinvested in accordance with the Plan and to hold shares of Common
Stock for that person pursuant to the Plan; and, authorizes the Agent to
purchase shares of Common Stock for that person pursuant to the Plan. The
person furnishing the Authorization Card must indicate how he or she wishes
to participate in the Plan. The following options are available:
a. Full Dividend Reinvestment and Optional Cash Payments. Dividends are
reinvested on all shares registered in his or her name and on all shares which
are subsequently acquired. Dividends on all shares held in the participant's
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Plan account are also reinvested and the participant is eligible to, but need
not, make optional cash payments (see the answer to Question 7).
b. Partial Dividend Reinvestment and Optional Cash Payments. Dividends
are reinvested on the number of shares specified by the shareholder on the
Authorization Card. Dividends on all shares held in the participant's
reinvestment Plan account are also reinvested and the participant is eligible
to, but need not, make optional cash payments.
c. Optional Cash Payments Only. Cash dividends will continue to be paid
to the participants on shares registered in his or her name. Any optional cash
payments received and dividends on all shares held in the participant's
reinvestment Plan account will be used to purchase additional shares of Common
Stock under the Plan.
As described above, any eligible person who has submitted a signed
Authorization Card may make optional cash payments regardless of which box is
checked on the Card.
A participant who wishes to change his chosen method of participation
in the Plan must file a new Authorization Card with the Company.
7. HOW ARE OPTIONAL CASH PAYMENTS MADE?
All Participants
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An optional cash payment may be made by anyone who has joined the Plan,
by mailing or delivering to the Company a check or a money order payable to
the Company. A remittance form should accompany each payment; however, the
first optional cash payment may be forwarded without the remittance form. No
interest will be paid on optional cash payments. Therefore, it is recommended
that optional cash payments be made in such a manner so as to reach the
Company within a few days prior to the 18th day of any month.
The same amount of money need not be sent in each payment and there is
no obligation to make optional cash payments on a regular basis. An optional
cash payment must be in whole dollars and may not be less than $25. Optional
cash payments by a participant to be invested on any one Investment Date may
not exceed $5,000. Payments of less than $25, and all amounts in excess of
$5,000 to be invested on any one Investment Date, will be returned to the
participant.
A participant may stop the investment of an optional cash payment (and
receive a refund of such amount) without withdrawing from the Plan by
notifying the Company in writing, provided that the written communication is
received by the Company not later than the 18th day of any month.
Optional cash payments must be in United States dollars.
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Employee Participants
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Employees may also participate in the Plan by means of payroll
withholding. Payroll withholding may be started by submitting a signed payroll
withholding Authorization Card to Shareholder Services.
Payroll withholding Authorization Cards will be processed promptly so
that the payroll deduction will begin as soon as possible. The Company will
withhold the amount authorized from the employee's paycheck(s). The monthly
amount must not be less than $25. All amounts withheld from an employee's
paycheck(s) will be invested on the next Investment Date. No interest will be
paid on funds pending investment.
An employee may change or discontinue payroll withholding by submitting
a new signed payroll withholding Authorization Card indicating the change
desired. A new withholding Card will not affect the authorization to invest
amounts previously withheld.
PURCHASE PRICES - INVESTMENT DATES - SOURCE OF SHARES
8. WHAT IS THE PRICE OF SHARES UNDER THE PLAN?
The price of shares issued by the Company for a participant pursuant to
the Plan will be the average of the high and low prices of the Company's
Common Stock as reported as New York Stock Exchange Composite Transactions on
the Investment Date with respect to which such shares are issued (or if the
Company's Common Stock is not traded on such Exchange on such date, on the
next day on which it is so traded).
The price of shares purchased on the open market with respect to an
Investment Date will be the weighted average price of all shares purchased by
the Agent with respect to the Investment Date. Any fraction of a cent will be
rounded to the nearer cent. The Company will pay all brokerage commissions and
other fees in connection with the purchase of shares for the Plan. The prices
determined as described above apply to purchases with reinvested dividends and
with optional cash payments.
9. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
Funds will be invested as of each Investment Date. The Company will
notify the Agent on or before an Investment Date the amount, if any, of
dividends and optional cash payments available for investment on that
Investment Date which is to be used to purchase shares on the open market. The
Agent may begin making such open market purchases prior to the applicable
Investment Date. The Company will remit to the Agent sufficient funds to pay
for any shares purchased by the Agent for the plan at such time or times as
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required to make a timely settlement therefor. The Agent will use its best
efforts to apply all funds received by it to such purchases of shares within
30 days of such notification, subject to any applicable requirements of
federal securities laws relating to the timing and manner of purchases of
Common Stock under the Plan. Any funds not used within 30 days of their
receipt to buy shares of Common Stock of the Company may be returned to
participants. The date all purchases are completed with respect to an
Investment Date is referred to as the "transaction date."
10. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT ON EACH INVESTMENT
DATE?
The number of shares, including fractional shares, purchased will depend
on the amount of cash dividends and the amount of optional cash payments, if
any, to be invested on the Investment Date and on the price of the shares
determined as provided in the answer to Question 8.
A Plan participant may not direct the purchase of a specific number of
shares for his or her Plan account.
11. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS?
There are no brokerage commissions, fees or service charges for purchases
of shares under the Plan or for participating in the Plan. Certain charges may
be incurred if a participant requests that his or her shares be sold through
the Plan. (See the answers to Questions 12 and 13.)
12. CAN A PARTICIPANT WITHDRAW OR SELL SHARES IN HIS OR HER PLAN ACCOUNT
WITHOUT TERMINATING PARTICIPATION IN THE PLAN?
A participant may at any time direct the Company to issue certificates
or sell any number of whole shares held in his or her Plan account by
furnishing a written request to the Company as follows:
To receive certificates for shares:
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The written request must indicate the number of whole shares to be
certificated from the participant's Plan Account. The request must be signed
by all registered owners. The signatures need not be guaranteed.
The certificates for shares withdrawn will be registered in the
participant's name exactly as shown on the account registration. The
certificates can, upon request, be registered otherwise. Any such request
must be signed by the participants and their signatures guaranteed by an
authorized officer of (i) a commercial bank or trust company; or (ii) a member
of any principal stock exchange.
Certificates for shares withdrawn will be issued to the participant
without charge. Certificates for fractions of shares will not be issued under
any circumstances.
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If you participate in the Plan under the Full Dividend Reinvestment
option, dividends on any shares you withdraw from the Plan in certificated
form will continue to be reinvested. If you participate in the Plan under the
Partial Dividend Reinvestment option, you will continue to have dividends
reinvested on the number of shares indicated on your Authorization Card. If
you participate in the Plan under the Optional Cash Payment Only option,
dividends ON THE SHARES YOU WITHDRAW FROM THE PLAN in certificated form will
be paid to you in cash.
TO SELL SHARES:
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The written request must indicate the number of whole shares to be sold
from the participant's Plan account and must bear the signature(s) of the
participant(s).
Any shares requested to be sold by a participant may at the option of the
Agent be purchased on behalf of the Plan with any available funds being
invested under the Plan. If purchased with Plan funds, the purchase price will
be the average of the high and low prices of the Company's Common Stock as
reported as New York Stock Exchange-Composite Transactions on the date the
request for such sale is received by the Company (or, if the Company's Common
Stock is not traded on such Exchange on such date, on the next day on which
it is so traded). The proceeds of such sales will be remitted to the selling
participants. No brokerage commissions will be paid by the selling
participants or by the participants in the Plan in such cases. Officers and
directors of the Company or its wholly-owned subsidiaries will not be
permitted to sell shares in this manner.
When there are insufficient funds to purchase shares requested to be sold
by participants, such shares will be sold on the open market. In such cases,
the Company will accumulate sale requests from participants and at least once
every ten business days will submit a sale request to the Agent on behalf of
participants. The proceeds of the sale, less brokerage commission, will be
remitted to the participant. Brokerage commissions will be calculated based
on the average commission per share for the accumulated group sale at a rate
negotiated by the Company with the Agent.
13. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A participant may terminate participation in the Plan at any time by
notifying the Company in writing. The participant's notification should
include instructions as to whether the shares should be withdrawn from the
Plan and issued in certificated form or sold through the Plan. Whole shares
will be withdrawn in certificated form or sold as described in the answer to
Question 12.
When an account is terminated, a cash payment is made for any fractional
shares remaining in the account. A fractional share will not be issued in
certificated form. The cash payment for any fractional share will be based on
the average of the high and low prices of the Company's Common Stock reported
as New York Stock Exchange-Composite Transactions on the last business day of
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the week in which the request is received (or, if the Company's Common Stock
is not traded on such Exchange on such date, on the next day on which it is
so traded).
If a participant's request to terminate Plan participation is received
by the Company on or before the 10th day of any month, any cash dividend and
any optional cash payments which would otherwise have been invested on the
next Investment Date will be paid to the participant. If a participant's
request to terminate Plan participation is received by the Company after the
10th day of any month, any cash dividend and any optional cash payments
scheduled to be invested will be invested. All future dividends will be paid
to the participant.
The Company may terminate a participant's participation in the Plan after
mailing a Notice of Intention to Terminate to the participant at the address
as it appears on the Company records.
14. WHEN MAY AN ELIGIBLE PERSON REJOIN THE PLAN?
Generally, an eligible person may again become a participant at any time.
However, the Company reserves the right to reject any Authorization Card from
a previous participant on grounds of excessive joining and termination. Such
reservation is intended to minimize administrative expenses and to encourage
use of the Plan as a long-term investment service.
CERTIFICATES FOR SHARES - ACCOUNTS - REPORTS
15. WILL CERTIFICATES BE DELIVERED TO PARTICIPANTS FOR SHARES PURCHASED?
Certificates for shares purchased under the Plan will not automatically
be delivered to participants. The shares purchased for a participant will be
credited to the participant's Plan account and shown on the participant's
statement of account. However, if a participant wishes to obtain certificates
for any number of whole shares credited to his or her account without
terminating from the Plan, the participant may do so in the manner described
in the answer to Question 12.
16. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND IN WHOSE NAME WILL
CERTIFICATES BE REGISTERED WHEN ISSUED?
A shareholder's Plan account will be maintained in the name or names
which appear on the Company's shareholder records which is consistent with the
stock certificate registration.
In the case of an employee who participates in the Plan only by making
optional cash payments (including payroll withholding) the Plan account
normally will be maintained in the employee's name as shown on payroll
records.
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Certificates for shares, when issued to a participant, will be registered
in the name or names in which the account is maintained. Certificates may be
issued in such other name(s) as the participant may request as described in
the answer to Question 12.
17. MAY A PARTICIPANT TRANSFER SHARES OF COMMON STOCK OF THE COMPANY
REGISTERED IN HIS OR HER NAME INTO A PLAN ACCOUNT FOR SAFEKEEPING?
To provide for safekeeping, a participant may transfer shares of Common
Stock of the Company registered in his or her name into his or her Plan
account. Dividends on all shares so transferred will be reinvested so long
as they are held in the Plan account. Certificates for such shares should be
forwarded to WPS Resources Corporation, Shareholder Services, 700
North Adams Street, P. O. Box 19001, Green Bay, WI 54307, with a letter
instructing WPS Resources Corporation to transfer the shares to the
participant's Plan account.
The certificates for such shares should be endorsed by the participant
to Firstar Trust Company Cust. Wisconsin Public Service Dividend Reinvestment
Plan or accompanied by an executed stock power assigning such shares to
Firstar Trust Company Cust. Wisconsin Public Service Dividend Reinvestment
Plan. In either case the participant's signature must be guaranteed by a
member firm of the New York Stock Exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company. It is
recommended that any such certificates mailed to WPS Resources
Corporation be sent by registered mail and insured. The Company reserves the
right to limit the number of shares which may be held for safekeeping and set
minimum time periods for retention of such shares under the Plan. Additional
shares deposited under the Plan may be sold or withdrawn as described under
Question 12.
18. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO PARTICIPANTS?
Each participant will receive a Plan statement of account following each
purchase of shares for his or her Plan account. A final statement with respect
to each calendar year will be furnished on or before January 31 of the
following year and will show (separately for shares purchased for the account
of the participant with reinvested dividends and with optional cash payments)
the number of shares purchased during the calendar year, the number of shares
purchased on each Investment Date and the purchase price of the shares
purchased on each Investment Date. The statements provide a continuous record
of transactions and should be retained for income tax purposes (see "Federal
Income Tax Consequences"). Each participant will also receive copies of any
amendments to the Prospectus relating to the Plan and will receive the same
communications as any other shareholder, including annual reports, quarterly
reports, notices of annual meetings and proxy statements.
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OTHER INFORMATION
19. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT OR HAS A RIGHTS OFFERING?
Any shares distributed by the Company as a stock dividend on shares
(including fractional shares) credited to a participant's account under the
Plan, or upon any split of such shares, will be credited to the account. Stock
dividends or splits distributed on all other shares held by the participant
and registered in the participant's own name will be mailed directly to the
participant. In a rights offering, entitlement will be based upon the
participant's total holdings, including those credited to the participant's
account under the Plan. Rights applicable to shares credited to the
participant's account under the Plan will be sold by the Company or the Agent
and the proceeds will be credited to the participant's account under the Plan
and applied to the purchase of shares on the next Investment Date.
Any participant who wishes to exercise, transfer or sell the rights
applicable to the shares credited to his or her account under the Plan must
request, prior to the record date for the issuance of any such rights, that
the whole shares credited to the account be transferred from the account and
registered in his or her name.
20. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
Plan shares will be voted in accordance with the proxy which will be
furnished to the participant. If a participant desires to vote the shares
credited to his or her Plan account in person at a meeting of shareholders,
a proxy for such shares may be obtained upon written request received by the
Company at or prior to the meeting. If a participant does not direct the
Company as to how shares credited to his or her Plan account are to be voted
by returning a signed proxy card, such shares will not be voted.
21. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
In administering the Plan, neither the Company, the Agent nor any agent
of either of them will be liable for any act done in good faith, or for any
omission to act in good faith, including without limitation, any claim of
liability arising out of failure to terminate the participant's account upon
such participant's death prior to the receipt of notice in writing of such
death.
Participants should recognize that neither the Company nor the Agent can
assure them of a profit or protect them against a loss on shares purchased by
them under the Plan.
22. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the Plan.
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23. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
The Company reserves the right to suspend, modify or terminate the Plan
at any time. Any suspension, modification or termination of the Plan will be
announced by the Company to all participants. In the event of termination of
the Plan by the Company, certificates for whole shares credited to a
participant's account under the Plan will be delivered to the participant by
the Company. A cash payment will be made for any fractional share based on the
average of the high and low prices of the Company's Common Stock reported as
New York Stock Exchange-Composite Transactions on the next day on which the
Common Stock is traded on such Exchange following the date of termination of
the Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion sets forth the general federal income tax
consequences of participating in the Plan; however, the discussion is not
intended to be an exhaustive treatment of such tax consequences. Future
legislative changes or changes in administrative or judicial interpretation,
some or all of which may be retroactive, could significantly alter the tax
treatment discussed herein. Accordingly and because tax consequences may
differ among participants in the Plan, each participant should discuss
specific tax questions regarding participation in the Plan with his or her own
tax advisor.
Participants in the Plan, in general, have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
participants in the Plan. When dividends are reinvested in shares of Common
Stock, a participant will be treated for federal income tax purposes as having
received a taxable dividend equal to the cash dividend reinvested, to the
extent the Company paying such dividend has earnings and profits. A
participant's share of brokerage fees paid by the Company, if any, will be an
additional dividend to that participant.
Shares of Common Stock purchased with reinvested dividends will have a
tax basis equal to the amount paid therefor, increased by any brokerage fees
treated as a dividend to the participant. Shares will have a holding period
beginning on the day following the "transaction date." The transaction date
is the date all purchases are completed with respect to a particular
Investment Date.
Shares purchased with optional cash payments have a tax basis equal to
the amount of such payments, increased by the amount of brokerage fees, if
any, treated as a dividend to the participant with respect to those shares.
The holding period for such shares begins on the day following the transaction
date.
Participants should not be treated as receiving an additional taxable
dividend based upon their pro rata share of the costs of administering the
Plan which are paid by the Company. However, there can be no assurance that
the Internal Revenue Service ("IRS") will agree with this position. The
Company has no present plans to seek formal advice from the IRS on this issue.
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<PAGE>
Participants do not recognize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon their
requests for such certificates or upon withdrawal from or termination of the
Plan. However, participants recognize gain or loss when whole shares acquired
under the Plan are sold or exchanged either through the Plan at the request
of participants or by participants themselves after receipt of certificates
for shares from the Plan. Participants also recognize gain or loss when they
receive cash payments for fractional shares credited to their accounts, upon
withdrawal from or termination of the Plan. The amount of gain or loss is the
difference between the amount which the participant receives for his or her
shares or fractional shares and the tax basis thereof. Such gain or loss will
generally be a capital gain or loss, long-term or short-term depending upon
the participant's holding period. Presently, net long-term capital gains of
certain taxpayers are taxed at lower rates than other items of their taxable
income.
In the case of a participating foreign shareholder whose dividends are
subject to United States income tax withholding or a domestic shareholder
subject to backup tax withholding, the tax required to be withheld will be
deducted from the amount of any cash dividend otherwise to be applied to the
purchase of shares for his or her account under the Plan, and the amount of
the dividend after such deduction will be so applied. Since any such
withholding tax applies also to a dividend on shares credited to the Plan
account, only the net dividend on such shares will be applied to the purchase
of additional stock. The regular statements sent to such participants will
indicate the amount of tax withheld. Likewise, participants selling shares
or terminating from the Plan who are subject to backup or other withholding
will receive only the net proceeds from such sale or termination as required
by the Internal Revenue Code and IRS regulations. The Company cannot refund
withholding amounts. Participants subject to withholding should contact their
tax advisors or the Internal Revenue Service for information.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
The following table itemizes the expenses incurred by the Company in
connection with the offering of the shares of Common Stock being registered.
All the amounts shown are estimates except the Securities and Exchange
Commission registration fee and fees to regulatory commissions.
Item Amount
- ----- ------
Fees to regulatory commissions $ 1,000
Registration Fee - Securities and Exchange Commission 5,122
Printing and Engraving Expenses 10,000
Legal Fees and Expenses 12,500
Accounting Fees and Expenses 5,000
Miscellaneous Expenses 378
--------
Total $34,000
========
Item 15. Indemnification of Directors and Officers.
------------------------------------------
Pursuant to the Wisconsin Business Corporation Law and Article VI of the
By-laws of the Company, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses to the extent such officers or directors are successful on the merits
or otherwise in connection with a proceeding, unless it is determined that the
director or officer breached or failed to perform his duties to the Company
and such breach or failure constituted: (a) a willful failure to deal fairly
with the Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation of
the criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe
his or her conduct was unlawful; (c) a transaction from which the director or
officer derived an improper personal profit; or (d) willful misconduct. It
should also be noted that the Wisconsin Business Corporation Law specifically
states that it is the policy of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above. Additionally,
under the Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its 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.
-15-
<PAGE>
The indemnification described above may be broad enough to cover
liabilities under the Securities Act of 1933. The Company has purchased
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 16. Exhibits.
--------
The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Exhibit
- ----------- -------
5 Opinion of Foley & Lardner*
4.1 WPS Resources Corporation Articles of
Incorporation, as amended (incorporated by
reference to Exhibit 3A to Amendment No. 1
to Registrant's Registration Statement on
Form S-4 (Reg. No. 33-52199), filed
February 28, 1994).
4.2 WPS Resources Corporation By-laws, as
amended (incorporated by referenced to
Exhibit 3B to Amendment No. 1 to
Registrant's Registration Statement on Form
S-4 (Reg. No. 33-52199), filed February 28,
1994).
4.3 WPS Resources Corporation Dividend
Reinvestment and Stock Purchase Plan
(included on pages 3-11 of the Registration
Statement).
24.1 Consent of Arthur Andersen & Co. (not
applicable with respect to this Amendment.)
24.2 Consent of Foley & Lardner (contained in
Exhibit 5).*
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<PAGE>
25 Powers of Attorney (contained on signature
pages hereto).
_______________
* Previously filed.
Item 17. Undertakings.
-------------
The undersigned registrant hereby undertakes:
1. 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 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.
2. 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;
3. that, in accordance with Rule 414, promulgated under the Securities
Act of 1933, it hereby expressly adopts the Form S-3 Registration Statement
of Wisconsin Public Service Corporation (Reg. No. 33-47172) relating to the
Dividend Reinvestment and Stock Purchase Plan, and all amendments thereto, as
its own Registration Statement for all purposes of the Securities Act of 1933
and the Securities Exchange Act of 1934, as amended.
-17-
<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-3 and has duly caused such
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on
this 1st day of September, 1994.
WPS RESOURCES CORPORATION
(the "Company" or the "Registrant")
/s/ Robert H. Knuth
By:_________________________________
Robert H. Knuth
Assistant Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on September 1, 1994, by the
following persons in the capacities indicated. Each person whose signature
appears below hereby appoints R. H. Knuth, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him
and his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection herewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Name Capacity
---- --------
/s/ Daniel A. Bollom
________________________________ President
Daniel A. Bollom Principal Executive Officer
and Director
/s/ Ralph G. Baeten
________________________________ Principal Financial Officer
Ralph G. Baeten and Director
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<PAGE>
Name Capacity
---- --------
/s/ A. Dean Arganbright
_________________________________ Director
A. Dean Arganbright
/s/ Michael S. Ariens
__________________________________ Director
Michael S. Ariens
/s/ Richard A. Bemis
__________________________________ Director
Richard A. Bemis
/s/ Sister Lois Bush
__________________________________ Director
Sister M. Lois Bush
/s/ Robert C. Gallagher
_________________________________ Director
Robert C. Gallagher
/s/ Kathryn Hasselblad-Pascale
__________________________________ Director
Kathryn Hasselblad-Pascale
/s/ James L. Kemerling
__________________________________ Director
James L. Kemerling
/s/ Linus M. Stoll
__________________________________ Director
Linus M. Stoll
-19-
