SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE PURSUANT TO RULE U-24
Under
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Commission File Number: 70-8379
Filed pursuant to Rule U-24 under the
Public Utility Holding Company Act of 1935 by:
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
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(Address of principal executive offices) (Zip Code)
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WPS Resources Corporation hereby certifies pursuant to Regulation 250.24
(Rule U-24) of the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935 that:
1. On September 1, 1994, WPS Resources Corporation acquired all of
the outstanding shares of common stock of Wisconsin Public Service Corporation,
and through such acquisition the indirect acquisition of 33.1% of the
outstanding shares of Wisconsin River Power Company, (hereinafter collectively
referred to as the "Acquisition") pursuant to an Agreement and Plan of Share
Exchange dated January 17, 1994, under which one share of common stock, $1 par
value of WPS Resources Corporation was exchanged for each outstanding share of
common stock, $4 par value, of Wisconsin Public Service Corporation
(hereinafter referred to as the "Share Exchange").
2. The Acquisition and Share Exchange were carried out in
accordance with the terms and conditions of and for the purposes represented
by the application of WPS Resources Corporation to the Securities and Exchange
Commission (the "Commission") dated March 10, 1994 (the "Application") as
amended, and of the Order of the Commission, dated August 10, 1994 (Release
No. 35-26101; 70-8379).
3. The Acquisition and Share Exchange were carried out in
accordance with the order of the Wisconsin Public Service Commission, dated
May 31, 1994, a copy of which has been filed with the Commission as Exhibit D2
to Amendment No. 1 to the Application.
4. Pursuant to paragraph F.(2) of the instructions as to exhibits
for Form U-1, there is filed herewith as Exhibit F-2 to the Application the
"past tense" opinion of Foley & Lardner dated as of the date of this
Certificate.
Dated: September 1, 1994.
WPS RESOURCES CORPORATION
/s/ Robert H. Knuth
By:______________________________
Robert H. Knuth, Secretary
Exhibit F-2
(Foley & Lardner Letterhead)
September 1, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WPS Resources Corporation
Form U-1 Application
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Gentlemen:
We have examined the Form U-1 Application dated March 10,
1994 (the "Application"), of WPS Resources Corporation (the
"Company"), to which this opinion is an exhibit, requesting an
order of the Commission under the Public Utility Holding Company
Act of 1935 (the "Act") (i) approving the acquisition by the
Company of all of the outstanding shares of common stock of
Wisconsin Public Service Corporation ("WPSC") in connection with an
exchange of common stock of the Company for the outstanding common
stock of WPSC (the "Share Exchange") and (ii) granting the Company
and its subsidiaries, upon consummation of such merger and
reorganization, exemption under Section 3(a)(1) of the Act from all
provisions of the Act except Section 9(a)(2). The Share Exchange
was effected by means of an Agreement and Plan of Share Exchange
(the "Plan") between and among the Company and WPSC, a copy of
which was included as an exhibit to the Application.
Based upon our examination of such instruments, documents
and matters of law as we have deemed requisite, it is our opinion
that:
1. The Company and WPSC are corporations duly organized and
existing under the laws of the State of Wisconsin.
2. (a) The Share Exchange has been carried out in
accordance with the Application.
(b) All State laws applicable to the Share Exchange have
been complied with.
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Securities and Exchange Commission
September 1, 1994
Page 2
(c) The Company's common stock, $1 par value, issued in
accordance with the Plan is validly issued, fully paid and, except
as indicated below, non-assessable, and the holders thereof are
entitled to the rights and privileges appertaining thereto set
forth in the Company's Restated Articles of Incorporation; and WPSC
common stock, $4 par value, acquired by the Company in accordance
with the Plan is validly issued, fully paid and, except as
indicated below, non-assessable, and the Company, as sole holder
thereof, is entitled to the rights and privileges appertaining
thereto set forth in WPSC's Restated Articles of Incorporation, as
amended.
With respect to the non-assessability of the Company's
common stock and of WPSC's common stock, Section 180.0622(2)(b) of
the Wisconsin Statutes, as judicially interpreted, imposes on the
shareholders of each corporation a liability equal to the par value
of their shares for all debts which may be due to the employees of
that corporation for services performed for the corporation but not
to exceed six months' service in any one case.
(d) The Company has legally acquired all of the
outstanding shares of common stock, $4 par value, of WPSC.
(e) The consummation of the proposed Share Exchange did
not violate the legal rights of the holders of any securities
issued by the Company or WPSC, or of any associate company thereof.
In rendering this opinion we have relied as to matters
governed by Michigan law upon the opinion of Loomis, Ewert, Ederer,
Parsley, Davis & Gotting.
We hereby consent to the filing of this opinion as an
exhibit to the Application.
Yours truly,
/s/ FOLEY & LARDNER
FOLEY & LARDNER
