WPS RESOURCES CORP
8-K, 1998-06-11
ELECTRIC & OTHER SERVICES COMBINED
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                         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:  June 10, 1998
(Date of earliest event reported)



<TABLE>
<CAPTION>
Commission        Registrant; State of Incorporation              IRS Employer 
file number          Address; and Telephone Number             Identification No.
- -----------       -----------------------------------          ------------------

<S>             <C>                                              <C>
  1-11337         WPS RESOURCES CORPORATION                        39-1775292
                  (A Wisconsin Corporation)
                  700 North Adams Street
                  P. O. Box 19001
                  Green Bay, WI 54307-9001
                  920-433-1466

  1-3016          WISCONSIN PUBLIC SERVICE CORPORATION             39-0715160
                  (A Wisconsin Corporation)
                  700 North Adams Street
                  P. O. Box 19001
                  Green Bay, WI 54307-9001
                  920-433-1466
</TABLE>

<PAGE>
<PAGE>
ITEM 5. Other Events.
- ------  ------------

        On June 10, 1998, Wisconsin Public Service Corporation issued a
Press Release announcing the proposed change in ownerwship for the
Kewaunee Nuclear Power Plant.  Wisconsin Public Service Corporation is a
wholly-owned subsidiary of WPS Resources Corporation.


ITEM 7. Financial Statements and Exhibits.
- ------  ---------------------------------

        (c) Exhibits.
            --------

            99-1   Wisconsin Public Service Corporation press release dated
                   June 10, 1998 regarding the proposed change in ownership
                   for the Kewaunee Nuclear Power Plant.


                                   -2-

PAGE
<PAGE>
                              SIGNATURES
                              ----------

         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/  P. D. Schrickel
                                        --------------------------------
                                             P. D. Schrickel
                                             Executive Vice President




Date:  June 10, 1998

                                   -3-

<PAGE>
                                   <PAGE>
                              SIGNATURES
                              ----------
                                

         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.


                              WISCONSIN PUBLIC SERVICE CORPORATION



                         By:  /s/  P. D. Schrickel
                              ------------------------------------------
                                   P. D. Schrickel
                                   President and Chief Operating Officer




Date:  June 10, 1998


                                   -4-

<PAGE>

                                                                EXHIBIT 99-1


            (WISCONSIN PUBLIC SERVICE CORPORATION LETTERHEAD)          





June 10, 1998                 
For Immediate Release                                       For information:
                                                   Wisconsin Public Service:
                              Doug Day, Nuclear Communications: 920-433-5528
                              The Public Service Media Hotline: 800-977-2250
                                          Alliant-Wisconsin Power and Light:
                         Pat McMahan, Corporate Communications, 608-252-3186
                                                   Madison Gas and Electric:
                         Steve Kraus, Corporate Communications, 608-252-7907


KEWAUNEE NUCLEAR PLANT OWNERS REACH PROPOSED AGREEMENT ON OWNERSHIP CHANGES

(Green Bay, WI) --The replacement of the steam generators at the Kewaunee
Nuclear Power Plant will take place if a proposed agreement between the plant
owners is approved by the Public Service Commission of Wisconsin (PSCW). The
agreement was announced today by Wisconsin Public Service and Alliant
Utilities-Wisconsin Power and Light. Under the agreement, current co-owner
Madison Gas & Electric would no longer hold an ownership share of the plant
once the steam generator replacement work begins.

The change in the ownership structure also requires the approval of the
federal Nuclear Regulatory Commission (NRC).

Today's agreement, if approved, will result in Public Service assuming the
entire 17.8% ownership interest of Madison Gas and Electric. This will
increase Public Service's ownership share from the current 41.2% to 59%.
Alliant Utilities-Wisconsin Power and Light will continue to own 41% of the
plant. The total cost of the steam generator replacement project is expected
to be about $90 million.

Pat Schrickel, president of Wisconsin Public Service Corporation, said, "The
agreement is complicated, but it protects the interests of customers and
stockholders of all three companies. And it keeps Kewaunee as a valuable asset
and a clean, safe, economic source of electricity." The PSCW has already
approved the proposed steam generator replacement project as the best option
to ensure a reliable supply of electricity for the state.

                            // MORE //

PAGE
<PAGE>
Page 2
Agreement
June 10, 1998



"Kewaunee is critical for maintaining electric system reliability in
Wisconsin," said William Harvey, president of Alliant Utilities-WP&L and
executive vice president-generation for Alliant. "The plant provides a
reliable, low-cost source of electricity, producing enough energy to meet the
yearly demand of half-a-million Wisconsin residents."

"MGE will replace Kewaunee with other existing Wisconsin generation and with
part of the new high-efficiency, gas-fired generation which will be on-line
before the asset swap occurs," said Mark Williamson, senior vice president -
energy services for Madison Gas and Electric. He said MGE's customers will
continue to receive the high reliability they expect. MGE continues to believe
that alternatives to Kewaunee are better for its customers and shareholders.
"This agreement allows each company to pursue what each believes is best for
its own customers and shareholders," said Williamson.

Public Service and Madison Gas and Electric will exchange assets to accomplish
the ownership change. If the agreement is approved, Madison Gas and Electric
will receive a portion of Public Service's ownership interest in a natural
gas-fired combustion turbine generating plant. The exchange of ownership is
expected to occur just before the steam generators are replaced in the spring
of 2000.

The agreement is contingent upon the boards of directors of each company
approving the asset exchange, finalizing purchased power agreements,
amendments to the joint plant operating agreement required when ownership of
the Kewaunee plant changes, and NRC approval of the ownership change. The
agreement by Alliant-Wisconsin Power and Light and Public Service to replace
the steam generators is contingent upon PSCW approval of the regulatory and
ratemaking accounting treatment requested by the companies and of the proposed
asset exchange.

The schedule for gaining approval of the proposed agreement is not yet known.

                            // END //


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