SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 12, 1996
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(Date of earliest event reported)
WPS Resources Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin
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(State or other jurisdiction of incorporation)
1-11337 39-1775292
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(Commission File Number) (IRS Employer Identification No.)
700 North Adams Street, P.O. Box 19001, Green Bay, WI 54307-9001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414)433-1466
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Index to Exhibits is on Page 4
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ITEM 5. Other Events.
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At a meeting on December 12, 1996, the Board of
Directors adopted a Shareholder Rights Plan described in a Press
Release which is attached hereto as Exhibit 99-1. A Form 8-A was
filed on December 13, 1996.
On December 16, 1996, the Company issued a Press
Release describing the updated status of the Kewaunee Nuclear
Power Plant steam generator matter previously discussed in
Item 5, Other Information, in the Form 10-Q for the quarterly
period ended September 30, 1996; and anticipated 1996 financial
results.
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits.
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99-1 Press release dated December 12, 1996
regarding Shareholder Rights Plan
99-2 Press release dated December 16, 1996
regarding Kewaunee Nuclear Power Plant steam
generator matter and anticipated 1996
financial results
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PAGE
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
WPS RESOURCES CORPORATION
By: /s/ D. A. Bollom
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D. A. Bollom
Chairman and Chief Executive Officer
Date: December 20, 1996
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WPS RESOURCES CORPORATION
FORM 8-K
EXHIBIT INDEX
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Exhibit
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99-1 Press release dated December 12, 1996 regarding
Shareholder Rights Plan
99-2 Press release dated December 16, 1996 regarding
Kewaunee Nuclear Power Plant
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EXHIBIT 99-1
(WPS RESOURCES CORPORATION LETTERHEAD)
For Release: For more information, contact:
December 12, 1996 Ralph G. Baeten, Treasurer
(414) 433-1449
-- or --
Francis J. Kicsar, Secretary
(414) 433-1466
WPS RESOURCES CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
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Green Bay, WI -- WPS Resources Corporation (NYSE: WPS)
announced that its Board of Directors, at a regularly scheduled
meeting today, adopted a Shareholder Rights Plan, which includes
the declaration of a dividend of one Common Share Purchase Right
on each outstanding share of the Company's Common Stock.
The issuance of the Rights will be made to shareholders of
record as of the close of business on December 16, 1996.
The Rights are designed to provide additional protection
against abusive takeover tactics such as partial tender offers,
selective open-market purchases, and offers for all the shares of
the Company at less than full value or at an inappropriate time.
The Rights are intended to assure that the Board of Directors has
the ability to protect shareholders and the Company if efforts
are made to gain control of the Company in a manner that is not
in the best interests of the Company and all of its
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WPS Resources Corporation
Shareholder Rights Plan
Page 2
December 12, 1996
shareholders. The Rights are not being distributed in response to
any specific effort to acquire control of the Company, and the
Board is not aware of any such effort.
The Rights will be exercisable only if a person or group
acquires 15% or more of the Company's Common Stock or announces a
tender offer, consummation of which would result in ownership by
a person or group of 15% or more of the Common Stock. Each Right
will initially entitle shareholders to buy one share of the
Company's Common Stock at an exercise price of $85 per share,
subject to adjustment. If any person becomes a 15% or more
shareholder of the Company, each Right will entitle its holder to
purchase, at the Rights' then-current exercise price, a number of
common shares of the Company or of the acquiror having a market
value at the time of twice the Right's exercise price. The Board
of Directors is also authorized to reduce the 15% thresholds
referred to above to not less than 10%.
The Rights are designed to permit shareholders to benefit
from the long-term value of the Company and to aid in assuring
that all shareholders receive fair and equitable treatment in the
event of any proposed takeover of the Company.
The Rights will expire on December 11, 2006. Distribution
of the Rights is not taxable to shareholders. Details of the
Rights distribution are contained in a letter that will be mailed
to all Company shareholders.
\\END\\
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EXHIBIT 99-2
(WPS RESOURCES CORPORATION LETTERHEAD)
FOR RELEASE:
December 16, 1996
WPS RESOURCES CORPORATION
SEES ADVERSE IMPACTS ON 1996 FINANCIAL RESULTS
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ANTICIPATED 1996 FINANCIAL RESULTS
Based on developments during the fourth quarter of 1996,
earnings for the year ending December 31, 1996 will be adversely
impacted by the following: (1) an increase in purchased power
expenses by as much as $3,500,000 at Wisconsin Public Service
Corporation ("WPSC"), the Company's principal subsidiary, due to
an extended shutdown of the Kewaunee Nuclear Power Plant
("Kewaunee") and an increase in maintenance expense by
approximately $1,400,000 due to the repair of the Kewaunee steam
generators; (2) a loss amounting to approximately $2,000,000
incurred at WPS Energy Services, Inc., a gas marketing
subsidiary, as a result of volatile natural gas prices; (3) a
write-off of an investment amounting to approximately $2,000,000
at WPS Power Development, Inc., a non-regulated subsidiary; and
(4) additional electric repair expenses of approximately
$1,000,000 at WPSC resulting from a severe ice storm. All of
these non-recurring expenses are before income taxes and were not
reflected in earnings for the quarter ended September 30, 1996.
//MORE//
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WPS Resources Corporation
Page 2
December 16, 1996
KEWAUNEE NUCLEAR POWER PLANT STATUS
WPSC operates and has a 41.2% ownership interest in
Kewaunee. As reported in a previous press release dated October
3, 1996, Kewaunee was taken out of service on September 21, 1996
for a scheduled refueling and maintenance outage which was
projected to be five weeks in duration. During the outage,
however, inspection of previously repaired steam generator tubes
disclosed continued degradation at the tube "sleeve" repair
joints. The severity of tube degradation would prevent further
operation of Kewaunee until the tubes are repaired or the two
steam generators are replaced.
WPSC began laser welding repair of the tube sleeve joints on
November 9, 1996. On November 22, welding repair was suspended
while WPSC and vendor personnel attempted to identify the cause
of apparently inconsistent welding results and make the
necessary adjustments in the welding process. Although it is
anticipated that Kewaunee should be returned to service with
repaired steam generators sometime in the first quarter of 1997,
the effectiveness and timing of the repairs cannot be forecasted
with any precision. Nuclear Regulatory Commission ("NRC")
approval of a technical specification change which would allow
Kewaunee to return to service with sleeve joints repaired using
laser welding repair technology has been applied for, but has not
been received. The NRC is waiting for resolution of the current
problems associated with the welding process.
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WPS Resources Corporation
Page 3
December 16, 1996
It is estimated that WPSC's share of the total cost of
repairing corroded sleeved tubes utilizing laser welding repair
technology would increase expenses by as much as $2,270,000
(including the $1,400,000 indicated above for 1996). For the
remainder of 1996, WPSC's existing fuel clause mechanism in the
Wisconsin jurisdiction provides essentially no financial
protection for the additional purchased power costs associated
with the extended outage. For 1997, WPSC is pursuing regulatory
approval of one of several alternative cost recovery mechanisms
which would reduce the financial exposure of either an extended
Kewaunee outage or a mid-operating cycle outage to a greater
extent than the existing fuel adjustment mechanism.
WPSC anticipates that it will have sufficient capacity to
supply electric energy to its customers during the Kewaunee
outage. The adjustment in generating unit operation and
maintenance schedules for the months of January and February of
1997 indicates that adequate power will be available from WPSC's
generating units to supply the predicted load. In addition,
energy supplies can be purchased from neighboring utilities and
power marketers in order to supplement sources owned by WPSC.
//END//
For more information, contact:
Ralph G. Baeten, Treasurer
WPS Resources Corporation
(414) 433-1449
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