Reg. No. ________
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WPS Resources Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-1775292
(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
(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, P.O. Box 19001 Milwaukee, Wisconsin 53202
Green Bay, Wisconsin 54307 Telephone Number: 414-289-3608
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: At such 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.
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.
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Unit* Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock............ 1,000,000 Shares $29.250 $29,250,000 $10,086
<FN>
* Estimated solely for the purpose of computing the registration fee based on the average of the low and high prices as
reported on the New York Stock Exchange Composite Transactions on August 18, 1995.
The Prospectus contained in this Registration Statement is a combined Prospectus pursuant to Rule 429 and relates to
Registration No. 33-47172.
</TABLE>
PAGE 1 OF 17 PAGES
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<PAGE>
PROSPECTUS
1,000,000 Shares
WPS RESOURCES CORPORATION
Stock Investment Plan
Common Stock, $1 Par Value
WPS Resources Corporation (the "Company") hereby offers an opportunity
to purchase Common Stock, $1 par value ("Common Stock"), of the
Company under the Company's Stock Investment Plan (the "Plan").
Participation in the Plan is open to (1) shareholders of record of the
Company's Common Stock, (2) employees of the Company or one of its
majority-owned subsidiaries who receive compensation (other than a
pension, retirement allowance, retainer or fee under contract) for
services rendered to the Company (collectively, the "Participants")
and (3) members of the general public who desire to become
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
$100,000 per calendar year 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.
To the extent required by applicable law in certain states, shares of
Common Stock offered under the Plan to certain persons in those states
are offered only through Firstar Trust Company, Milwaukee, Wisconsin,
or a registered broker/dealer in such states.
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 August 22, 1995.
<PAGE>
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 Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 7 World Trade Center, 13th Floor, New York, New York 10048, and
copies of such material can be obtained from the Public Reference
Section of the Commission at 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.
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"). This Prospectus does
not contain all of the information set forth in the Registration
Statement, 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 Statement.
_______________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 1-11337)
are incorporated by reference into this Prospectus and shall be deemed
to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995.
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 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.
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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,
Wisconsin Public Service Corporation ("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 an adjacent part of upper Michigan. WPSC was incorporated under
the laws of the State of Wisconsin in 1883. Its executive offices are
at 700 North Adams Street, Green Bay, Wisconsin 54307. Its telephone
number is (414) 433-1598.
USE OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied
by any of (i) the purchase of new shares of Common Stock issued by the
Company, (ii) the purchase of shares of Common Stock held in the
Company's treasury, or (iii) the purchase of shares of Common Stock in
the open market, the number of shares of Common Stock, if any, that
the Company ultimately will sell under the Company's Stock Investment
Plan is not known. If newly issued or treasury shares of Common Stock
are purchased under the Plan, the proceeds from such sales will be
used for general corporate purposes, including, without limitation,
the redemption, repayment or retirement of outstanding indebtedness of
the Company or the advance or contribution of funds to one or more of
the Company's subsidiaries to be used for their general corporate
purposes, including, without limitation, the redemption, repayment or
retirement of indebtedness or preferred stock of one or more of such
subsidiaries. The Company will not receive any proceeds when shares
of Common Stock are purchased under the Plan in the open market.
PURPOSES, ADVANTAGES AND DISADVANTAGES OF PLAN - ELIGIBILITY
1. WHAT ARE THE PURPOSES OF THE PLAN?
The purposes of the Plan are twofold. First it provides Company
shareholders, employees of the Company and its subsidiaries and
potential investors in the Company 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 (or treasury shares if any) to Plan Participants which
will provide additional equity funds to the Company for its general
corporate purposes.
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2. WHAT ARE ADVANTAGES OF THE PLAN?
The advantages of the Plan include the following:
a. Participants and initial investors do not pay brokerage
commissions, fees or service charges in connection with purchases of
shares under the Plan or for participating in the Plan.
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 transaction (i.e., purchase, sale, withdrawal or transfer
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. ARE THERE DISADVANTAGES IN INVESTING UNDER THE PLAN?
Disadvantages of the Plan include the following:
a. A Participant or initial investor has no control over the
price, and, in the case of Common Stock of the Company purchased or
sold in the open market, the time, at which such shares are purchased
or sold for his or her account. Participants bear the market risk
associated with fluctuations in the price of the Company's Common
Stock pending the execution of a purchase or sale of shares for the
Participant's account.
b. No interest will be paid on funds held for a Participant
pending investment under the Plan.
c. Optional and initial cash investments must be received by
the Company no later than the 18th day of any month to be invested
during the Investment Period in that month (which normally commences
on the 20th day of the month or as soon thereafter as practicable).
Otherwise, the investment may be held by the Independent Agent for the
Plan or in an escrowed account for Participants under the Plan and
invested during the Investment Period in the immediately succeeding
month. Optional and initial cash not invested in shares within 35
days after receipt will be promptly returned to Participants.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity, whether or not a record holder of the
Company's Common Stock or a shareholder of the Company or of a
subsidiary of the Company, is eligible to participate in the Plan,
provided that (i) such person or entity fulfills the prerequisites for
participation described under question 6 below and (ii) in the case of
citizens or residents of a country other than the United States, its
territories and possessions, participation would not violate local
laws applicable to the Company, the Plan or such person.
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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 participate in the Plan
with respect to such securities by either (i) transferring those
shares of Common Stock which they wish to be subject to the Plan into
his or her own name or (ii) requesting the broker, nominee or trustee
to participate in the Plan on his or her behalf. The ability of a
person to make optional investments under the Plan through a broker,
nominee or trustee, however, may be limited depending upon the amount
of optional investments made by the record holder for its own account
or the account of other investors. Optional investments are limited
to $100,000 per calendar year for each person directly participating
in the Plan.
ADMINISTRATION AND AGENT
5. 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
shareholder information numbers:
Local Calls (Green Bay Area) (414) 433-1050
Outside Green Bay Area (toll-free) 1-800-236-1551
An independent securities broker-dealer registered under the
Securities Exchange Act of 1934 (the "Independent Agent") that is an
"agent" independent of the issuer, as that term is defined in the
rules of the Commission under the Exchange Act, will purchase shares
of Common Stock as the agent for the Participants in the Plan. Cash
dividends and optional cash payments which are to be invested under
the Plan will be paid or delivered by the Company to an escrowed
account maintained with a bank or as directed by the Independent
Agent, promptly following receipt thereof by the Company and on or
following the next Investment Period applied by the Independent Agent
to the purchase of Common Stock of the Company.
Neither the Company nor its employees or agents, however, will
provide investment advice respecting participation in the Plan.
PROCEDURE FOR JOINING - AUTHORIZATION FORM
6. HOW AND WHEN MAY AN ELIGIBLE PERSON JOIN THE PLAN?
Any person may join the Plan at any time by signing and
completing an Authorization Form. Authorization Forms will be
provided at any time upon request to the Company in writing or by
telephone.
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<PAGE>
If a shareholder authorizes the reinvestment of dividends,
dividends will be reinvested beginning with the first dividend paid
after the next record date for Common Stock following receipt of the
Authorization Form. 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 Form will be
invested under the Plan during the next Investment Period following
receipt of the payment. Investment Periods normally commence on the
20th day of each month and continue until such date as soon as
practicable thereafter that the Independent 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 during the Investment Period in
the next succeeding month.
A person will become a Participant after a properly completed
Authorization Form together with an initial investment of not less
than $100 has been received and accepted by the Company.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form authorizes the Company to enroll a person
in the Plan, to apply the initial investment, if any, 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 Independent Agent to purchase shares
of Common Stock for that person pursuant to the Plan. The person
furnishing the Authorization Form 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 of stock registered in a
Participant's name and on all shares which are subsequently acquired.
Dividends on all shares held in the Participant's Plan account are
also reinvested and the Participant is eligible to, but need not, make
optional cash payments (see the answer to Question 9).
b. Partial Dividend Reinvestment and Optional Cash Payments.
Cash dividends continue to be remitted to the Participant on the
number of shares specified by the Participant on the Authorization
Form. Dividends on all other shares, whether held in the
Participant's Plan account or registered in his or her name, are
reinvested. The Participant is eligible to, but need not, make
optional cash payments.
c. Optional Cash Payments Only. Cash dividends continue to be
remitted to the Participant on shares registered in his or her name
and on shares held in the Participant's Plan account. Any optional
cash payments received 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 Form may make optional cash payments regardless
of which box is checked on the Form.
A Participant who wishes to change his chosen method of
participation in the Plan must file a new Authorization Form with the
Company.
The amount of dividends reinvested will be reduced by any amount
----------------------------------------------------------------
which is required to be withheld under any applicable tax or other
- ------------------------------------------------------------------
statute.
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<PAGE>
8. HOW DO PERSONS BECOME PARTICIPANTS UNDER THE PLAN IF THEY ARE
NOT COMPANY SHAREHOLDERS OR EMPLOYEES OF THE COMPANY OR ITS
SUBSIDIARIES?
Eligible investors who are not registered or record holders of
the Company's Common Stock must include a minimum initial cash
investment of at least $100 in United States dollars with their
completed Authorization Forms. Such investments may be made by
personal check or money order payable to WPS Resources Corporation
Stock Investment Plan. Do not send cash. An initial cash investment
may not exceed $100,000. No interest will be paid on funds held under
--------------------------------------------
the Plan pending investment. Accordingly, interested investors should
- --------------------------- transmit funds so as to reach the Company
on or immediately preceding the 18th day of a month. An investor may
stop the investment of an initial payment (and receive a refund of
such amount) by notifying the Company in writing, provided that the
written communication is received by the Company not later than the
18th day of the month in which such initial cash investment is made if
such payment is made prior to the 18th day of such month or not later
than the 18th day of the immediately following month if such payment
is made on or after the 18th day of the month. No refund of a check
or money order will be made until the funds from such instruments have
been collected by the Company.
9. HOW ARE OPTIONAL CASH PAYMENTS MADE?
All Participants
----------------
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 not be less than $25. Optional
cash payments, including the initial cash investment, by a Participant
to be invested in any calendar year may not exceed $100,000. Payments
of less than $25, and all amounts in excess of the $100,000 cumulative
annual limitation, 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. No refund of an optional cash payment will be made
until such funds have actually been collected by the Company.
Optional cash payments must be in United States dollars.
Employee Participants
---------------------
Employees may also participate in the Plan by means of payroll
withholding. Payroll withholding may be started by submitting a
signed payroll withholding form and Authorization Form to Shareholder
Services.
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Payroll withholding forms 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 during the next Investment
Period. No interest will be paid on funds pending investment.
An employee may change or discontinue payroll withholding by
submitting a new signed payroll withholding form indicating the change
desired. A new withholding form will not affect the authorization to
invest amounts previously withheld.
SOURCE OF SHARES - PURCHASE PRICES - INVESTMENT PERIODS
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased under the Plan will be either
newly issued shares or shares held in the treasury of the Company or,
at the Company's option, can be shares purchased in the open market by
the Independent Agent selected by the Company. The primary
consideration in determining the source of shares of Common Stock to
be used for purchases under the Plan is expected to be the Company's
desire or need to increase equity capital. If the Company does not
desire or need to raise equity funds externally, shares of Common
Stock purchased for Plan Participants will be purchased in the open
market by the Independent Agent. The Company will not change its
determination regarding the shares (i.e., from the Company or in the
open market) more than once in any calendar quarter. The Company will
not exercise its right to change the source of purchases of shares of
Common Stock absent a determination by the Company's Board of
Directors or chief financial officer that the Company's need to raise
additional capital has changed or that there is another valid reason
for such change.
11. WHAT IS THE PRICE OF SHARES UNDER THE PLAN?
The price of shares issued by the Company (or treasury shares)
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 first day of the
Investment Period 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 Common Stock purchased on the open market with
respect to an Investment Period will be the weighted average price of
all shares purchased by the Independent Agent with respect to the
Investment Period. 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 initial or optional cash payments.
12. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
Funds received on or before the 18th day of the month will be
invested during the Investment Period in such month. Funds received
after the 18th day of a month will generally be invested during the
Investment Period in the next succeeding month. The Independent Agent
may begin making such open market purchases prior to the applicable
Investment Period. The Independent Agent will use its best efforts to
apply all initial and optional cash investments to such purchases of
Common Stock within 35
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days of receipt of such funds by the Company and will use its best
efforts to invest all dividends to such purchases within 30 days of
the dividend payment date, subject to any applicable requirements of
federal securities laws relating to the timing and manner of purchases
of Common Stock under the Plan. Any dividends not used within 30 days
of their payment to buy shares of Common Stock of the Company shall be
returned to Participants and any other funds not used within 35 days
of their receipt to buy such shares shall be returned to the
Participant from whom such funds were received.
13. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT DURING
EACH INVESTMENT PERIOD?
The number of shares, including fractional shares, purchased will
depend on the amount of cash dividends and the amount of cash
payments, if any, to be invested during the Investment Period and on
the price of the shares determined as provided in the answer to
Question 11.
A Plan Participant may not direct the purchase of a specific
number of shares for his or her Plan account.
14. 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 15
and 16.)
15. 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:
----------------------------------
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 entity participating in the Securities Transfer
Agents Medallion Program.
Certificates for shares withdrawn will be issued to the
Participant without charge. Certificates for fractions of shares will
not be issued under any circumstances.
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 remitted on the number of
shares indicated on your Authorization Form. If you participate in
the Plan under
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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:
--------------
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 Independent 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 Independent 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 Independent Agent.
16. 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 15.
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 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 during the next Investment Period 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 your participation in the Plan after
mailing a Notice of Intention to Terminate to you at the address as it
appears on the Company records.
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17. 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 Form 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
18. 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 withdrawing from the
Plan, the Participant may do so in the manner described in the answer
to Question 15.
19. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND IN WHOSE NAME
WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
A Participant's Plan account will be maintained in the name or
names which appear on the Company's shareholder records.
In the case of an employee who participates in the Plan only by
making optional cash payments (including payroll withholding) the Plan
account will be maintained in the employee's name as shown on payroll
records.
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 15.
20. 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. 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 the Company to transfer the shares to the Participant's
Plan account. Such certificates should not be endorsed.
It is recommended that any such certificates mailed to the
Company 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 15.
The shares of Company Common Stock so deposited will be
transferred to Firstar Trust Company as custodian for Participants and
credited to the Participant's Plan account. Thereafter, such shares
of
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<PAGE>
Common Stock will be treated in the same manner as shares of Common
Stock purchased under the Plan and credited to such Participant's
account. Cash dividends paid on shares of Common Stock credited to a
Participant's account that were deposited into the Plan for
safekeeping will be paid to the Participant or reinvested in shares of
Common Stock in accordance with the Participant's reinvestment
election designated on his or her Authorization Form.
21. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO
PARTICIPANTS?
Each Participant will receive a Plan statement of account
following each transaction with respect to 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 during each Investment Period and the purchase price of the
shares purchased during each Investment Period. 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.
OTHER INFORMATION
22. 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 Independent Agent and the proceeds will be credited to the
Participant's account under the Plan and applied to the purchase of
shares during the next Investment Period.
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.
23. 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.
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<PAGE>
24. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
In administering the Plan, neither the Company, the Independent
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
Independent Agent can assure them of a profit or protect them against
a loss on shares purchased by them under the Plan.
25. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the
Plan.
26. 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 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, to the extent the Company has earnings and profits.
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 Period.
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<PAGE>
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.
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 IRS for additional information.
DESCRIPTION OF COMMON STOCK
The following statements are based principally upon provisions in
the Company's Restated Articles of Incorporation (the "Articles of
Incorporation").
GENERAL
The Articles of Incorporation authorize the Company to issue
100,000,000 shares of Common Stock (par value $1 per share). The
outstanding Common Stock consists of 23,896,932 shares at June 30,
1995.
-14-
<PAGE>
DIVIDEND AND LIQUIDATION RIGHTS
All shares of Common Stock will participate equally with respect
to dividends and rank equally upon liquidation subject to the rights
of holders of any prior ranking stock which may be subsequently
authorized and issued. In the event of liquidation, dissolution or
winding up of the Company, the owners of Common Stock are entitled to
receive pro rata the assets and funds of the Company remaining after
satisfaction of all creditors of the Company and payment of all
amounts to which owners of prior ranking stock, if any, then
outstanding may be entitled.
VOTING RIGHTS
Subject to Section 180.1150 of the Wisconsin Business Corporation
Law (the "WBCL") (described under "Certain Statutory and Other
Provisions" below), every holder of Common Stock has one vote for each
share.
No shareholder has cumulative voting rights which means that the
holders of shares entitled to exercise more than 50% of the voting
power of shares entitled to vote, represented in person or by proxy at
a meeting at which a quorum (a majority of the shares entitled to
vote) is represented, are entitled to elect all of the directors to be
elected. Under the Articles of Incorporation and By-Laws of the
Company, the Board of Directors is divided into three classes of three
directors each. One class is elected each year for a three-year term.
Article 5 of the Company's Articles of Incorporation provides
that, subject to the exception discussed below, a director may be
removed only for cause by the affirmative vote of shareholders
possessing a majority of the voting power of the then outstanding
shares of voting stock. As defined in Article 5, "cause" exists only
if the director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction and such conviction is no
longer subject to direct appeal or such director has been adjudged to
be liable for negligence or misconduct in the performance of his duty
to the Company in a matter which has a materially adverse effect on
the business of the Company, and such adjudication is no longer
subject to direct appeal. Article 5 also provides for the removal of
a director by the shareholders without cause when such removal is
recommended by the "Requisite Vote" of the directors and approved by
the affirmative vote of shareholders possessing a majority of the
voting power of the then outstanding shares of voting stock. The term
"Requisite Vote" is defined as the affirmative vote of at least
two-thirds of the directors then in office plus one director. Unless
"cause" is established or removal is recommended by the Requisite Vote
of the directors, a director may not be removed from office even if
shareholders possessing a majority of the voting power favor such
action. Additionally, pursuant to Article 5, vacancies on the Board
of Directors, including those resulting from the removal of a
director, may be filled for the unexpired portion of the director's
term by the majority vote of the remaining members of the Board.
Article 5 of the Articles of Incorporation provides that those
sections of Article III of the By-Laws which set forth the general
powers, number, qualifications and classification of directors may be
amended, altered, changed or repealed only by the affirmative vote of
shareholders possessing at least 75% of the voting power of the then
outstanding shares of stock generally possessing voting rights in the
election of directors, or by the Requisite Vote of the directors.
Article 5 of the Articles of Incorporation provides that Article 5 may
itself be amended, altered, changed or repealed only by the
affirmative vote of shareholders possessing at least 75% of the voting
power of the then outstanding shares of stock generally possessing
voting rights in the election of directors.
-15-
<PAGE>
CERTAIN STATUTORY AND OTHER PROVISIONS
Section 180.1150 of the WBCL provides that the voting power of
shares of an "issuing public corporation," which includes the Company,
which are held by any person holding in excess of 20% of the voting
power in the election of directors of the issuing public corporation's
shares shall be limited to 10% of the full voting power of such excess
shares. This statutory voting restriction is not applicable to shares
acquired directly from the Company, to shares acquired in a
transaction incident to which shareholders of the Company vote to
restore the full voting power of such shares (either before or after
the acquisition of the shares) and under certain other circumstances.
Except as may otherwise be provided by law, the requisite
affirmative vote of shareholders for certain significant corporate
actions, including a merger or share exchange with another
corporation, sale of all or substantially all of the corporate
property and assets, or voluntary liquidation of the Company, is a
majority of all the votes entitled to be cast on the transaction by
each voting group of outstanding shares entitled to vote thereon.
Sections 180.1130 through 180.1134 of the WBCL provide generally that,
in addition to the vote otherwise required by law or the articles of
incorporation of an "issuing public corporation," certain business
combinations not meeting certain adequacy-of-price standards specified
in the statute must be approved by (a) the holders of at least 80% of
the votes entitled to be cast and (b) two-thirds of the votes entitled
to be cast by the corporation's outstanding voting shares owned by
persons other than a "significant shareholder" who is a party to the
transaction or an affiliate or associate thereof. Section 180.1130
defines "business combination" to include, subject to certain
exceptions, a merger or share exchange of the issuing public
corporation (or any subsidiary thereof) with, or the sale or other
disposition of substantially all assets of the issuing public
corporation to, any significant shareholder or affiliate thereof.
"Significant shareholder" is defined generally to mean a person that
is the beneficial owner of 10% or more of the voting power of the
outstanding voting shares of the issuing public corporation.
Sections 180.1140 through 180.1145 of the WBCL provide that a
"resident domestic corporation," such as the Company, may not engage
in a "business combination" with an "interested stockholder" (e.g., a
person beneficially owning 10% or more of the aggregate voting power
of the stock of such corporation) within three years after the date
(the "stock acquisition date") on which the interested stockholder
acquired his or her 10% or greater interest, unless the business
combination (or the acquisition of the 10% or greater interest) was
approved before the stock acquisition date by the corporation's board
of directors. If the interested stockholder fails to obtain such
approval by the board of directors, then even after such three-year
period, a business combination with the interested stockholder may be
consummated only with the approval of the holders of a majority of the
voting stock not beneficially owned by such interested stockholder,
unless the combination satisfies certain adequacy-of-price standards
intended to provide a fair price for shares held by non-interested
shareholders.
The above sections of the WBCL, the provisions of the Articles
and the By-Laws of the Company providing for a classified Board of
Directors, limiting the rights of shareholders to remove directors,
and the ability to issue additional shares of Common Stock without
further shareholder approval (except as required under rules of the
New York Stock Exchange and the Chicago Stock Exchange), could have
the effect, among others, of discouraging takeover proposals for the
Company or impeding a business combination between the Company and a
major shareholder of the Company.
Section 196.795 of the Wisconsin Statutes states that no person
may form a public utility holding company (i.e., hold or acquire 5% or
more of the outstanding voting securities of a public utility with
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<PAGE>
the unconditional power to vote such securities) without the approval
of the Public Service Commission of Wisconsin.
PREEMPTIVE RIGHTS
No holder of shares of any class of the Company's stock has any
preemptive or subscription rights.
CONVERSION RIGHTS, REDEMPTION PROVISIONS, AND SINKING FUND PROVISIONS
The Common Stock of the Company is not convertible, is not
redeemable and has no sinking fund.
LIABILITY TO FURTHER CALLS OR TO ASSESSMENT
The shares of Common Stock offered hereby, when issued and
delivered by the Company and paid for as herein contemplated, will be
fully-paid and non-assessable by the Company, except for certain
statutory personal liability which may be imposed upon shareholders
under Section 180.0622(2)(b) of the WBCL. The substantially identical
predecessor to such statute has been judicially interpreted to mean
that shareholders of a Wisconsin corporation are subject to personal
liability, up to an amount equal to the consideration for which their
shares were issued (instead of the aggregate par value in the case of
shares with par value, as the statute states), for all debts owing to
employees of the corporation for services performed for the
corporation, but not exceeding six months service in any one case.
TRANSFER AGENTS AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock
is Firstar Trust Company, P.O. Box 2077, Milwaukee, Wisconsin 53201.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the
Plan, the terms of which provide for the purchase of shares of Common
Stock, either newly issued shares or shares held in the treasury of
the Company, directly from the Company, or, at the Company's option,
by an Independent Agent on the open market. As of the date of this
Prospectus, shares of Common Stock purchased for Participants under
the Plan are being purchased in the open market by an Independent
Agent. The Plan provides that the Company may not change its
determination regarding the source of purchases of shares under the
Plan more than once in any calendar quarter. The primary
consideration in determining the source of shares of Common Stock to
be used for purchases under the Plan is expected to be the Company's
desire or need to increase equity capital. If the Company does not
desire or need to raise equity funds externally, shares of Common
Stock purchased for Participants under the Plan will be purchased in
the open market, subject to the aforementioned limitation on changing
the source of shares of Common Stock.
The Company will pay all administrative costs and expenses
associated with the Plan. Participants will bear the cost of
brokerage commissions, related service charges and any applicable
taxes incurred on all sales of shares of Common Stock made in the open
market. Such costs will be included as adjustments to sales and
purchase prices. It is estimated at this time that such brokerage
commissions
-17-
<PAGE>
and related service charges will not exceed five cents per
share. Brokerage commissions and related service charges for shares
of Common Stock purchased in the open market will be borne by the
Company. Applicable taxes incurred on such purchases will be borne by
the Participants. There will be no brokerage commissions or related
service charges for shares of Common Stock purchased directly from the
Company.
LEGAL OPINIONS
Opinions as to validity of the shares of Common Stock of the
Company being offered pursuant to this Prospectus has been rendered by
Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, counsel for the Company.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto and
are included herein in reliance upon the authority of said firm as
experts in giving said reports.
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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
---- ------
Registration Fee - Securities and Exchange Commission. . . . $10,086
Printing and Engraving Expenses. . . . . . . . . . . . . . . 5,000
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . 20,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . 514
------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . $40,600
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.
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.
II-1
<PAGE>
Item 16. Exhibits.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
- ----------- -------
4.1 WPS Resources Corporation Restated Articles of
Incorporation (Appendix B to Amendment No. 1
to the Registrant's Registration Statement on
Form S-4, filed February 28, 1994 (Reg. No.
33-52199), is incorporated by reference
herein).
4.2 WPS Resources Corporation By-Laws, as amended
(incorporated by reference to Exhibit 3(ii) to
Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1995 (File
No. 1-11337) filed July 26, 1995).
4.3 Wisconsin Public Service Corporation Stock
Investment Plan (included on pages 3-13 of the
Registration Statement).
5 Opinion of Foley & Lardner.
24.1 Consent of Arthur Andersen LLP.
24.2 Consent of Foley & Lardner (contained in
Exhibit 5).
25 Powers of Attorney (contained on signature
pages hereto).
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.
II-2
<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 22nd day of August, 1995.
WPS RESOURCES CORPORATION
(the "Company" or the "Registrant")
By: /s/ Robert H. Knuth
--------------------------------------
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 August 22, 1995, 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, Principal
- ------------------------------ Executive Officer and
Daniel A. Bollom Director
/s/ Patrick D. Schrickel Principal Financial Officer
- ------------------------------
Patrick D. Schrickel
/s/ A. Dean Arganbright Director
- ------------------------------
A. Dean Arganbright
/s/ Michael S. Ariens Director
- ------------------------------
Michael S. Ariens
/s/ Richard A. Bemis Director
- ------------------------------
Richard A. Bemis
II-3
<PAGE>
Name Capacity
---- --------
/s/ Sister Lois Bush Director
- ------------------------------
Sister 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
Director
- ------------------------------
Linus M. Stoll
II-4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Page No.
- ----------- ------- --------
4.1 WPS Resources Corporation Restated
Articles of Incorporation (Appendix
B to Amendment No. 1 to the
Registrant's Registration Statement
on Form S-4, filed February 28, 1994
(Reg. No. 33-52199), is incorporated
by reference herein).
4.2 WPS Resources Corporation By-Laws,
as amended (incorporated by
reference to Exhibit 3(ii) to
Registrant's Quarterly Report on
Form 10-Q for the quarterly period
ended June 30, 1995 (File No.
1-11337) filed July 26, 1995).
4.3 Wisconsin Public Service Corporation
Stock Investment Plan (included on
pages 3-13 of the Registration
Statement).
5 Opinion of Foley & Lardner. 16
24.1 Consent of Arthur Andersen LLP. 17
24.2 Consent of Foley & Lardner
(contained in Exhibit 5).
25 Powers of Attorney (contained on
signature pages hereto).
Exhibit 5
(Letterhead of Foley & Lardner)
August 9, 1995
WPS Resources Corporation
700 North Adams Street
Green Bay, Wisconsin 54305
Gentlemen:
We have acted as counsel for you in conjunction with the
preparation of a Form S-3 Registration Statement (the "Registration
Statement"), relating to the sale of up to 1,000,000 shares of Common
Stock, $1 par value of WPS Resources Corporation (the "Common Stock"),
pursuant to the WPS Resources Corporation Stock Investment Plan (the
"Plan"), in the manner set forth in the Registration Statement and
prospectus contained therein (the "Prospectus"). We have examined:
(i) the Registration Statement, including the Prospectus; (ii) the
Articles of Incorporation and By-laws of WPS Resources Corporation, as
amended to date; (iii) resolutions of the Board of Directors of WPS
Resources Corporation adopted on July 13, 1995; (iv) the Plan; and
(v) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. WPS Resources Corporation is a corporation duly
organized and validly existing under the laws of the State of
Wisconsin.
2. The Common Stock, when issued and paid for pursuant to
the Plan and as set forth in the Registration Statement and
Prospectus, will be legally issued, fully paid and nonassessable,
provided that the consideration received for such shares is not less
than the par value thereof, and no personal liability will attach to
the ownership thereof, except with respect to wage claims of employees
of WPS Resources Corporation for services performed, as provided in
section 180.0622(2)(b) of the Wisconsin Statutes. (See Local 257 of
----------------
Hotel and Restaurant Employees and Bartenders
- ---------------------------------------------
<PAGE>
WPS Resources Corporation
August 9, 1995
Page 2
International Union v. Wilson Street East Dinner Playhouse, Inc.,
- ----------------------------------------------------------------
Case No. 82-CV-0023, Cir. Ct. Branch 1, Dane County, Wisconsin).
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that
we are "experts" within the meaning of Section 11 of the Securities
Act of 1933, or within the category of persons whose consent is
required by Section 7 of the Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
GOB_LAN l:\group\common\w\corp\sec\s3\95-08-21\ex5
Exhibit 24-1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 26, 1995 included in WPS Resources Corporation's
Form 10-K for the year ended December 31, 1994 and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
August 22, 1995.
GOB_LAN l:\group\common\w\corp\sec\s3\95-08-21\ex24-1
