File No. 070-09179
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
FORM U-1
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APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
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WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, WI 54307-9001
(Name of company or companies filing this statement
and addresses of principal executive offices)
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None
(Name of top registered holding company parent of each applicant or
declarant)
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Larry L. Weyers
President and Chief Executive Officer
WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, WI 54307-9001
(Names and addresses of agents for service)
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The Commission is requested to mail signed copies of all orders, notices
and communications to the following:
Michael S. Nolan, Esq.
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, WI 53202-5367
<PAGE>
1. Applicants hereby amend Item No. 6, Exhibits and Financial
Statements, of their Application or Declaration by filing the
following:
A. Exhibits
Method Exhibit
of Filing Number Description
Form SE D-1 Application filed with the FERC requesting
approval of the Merger.
Filed D-2 Letter dated March 11, 1998, from Nuclear
Electronically Regulatory Commission regarding safety
Herewith evaluation associated with WPSR's pending
merger with UPEN.
Form SE E-1 Map of service areas and transmission systems
of UPPCo and Public Service (Exhibit I to
Exhibit D-1 hereto).
Form SE E-2 List of generating facilities in which Public
Service has an ownership interest (Exhibit
APP-11 to Exhibit D-1 hereto).
Form SE E-3 List of generating facilities in which UPPCo
has an ownership interest (Exhibit APP-12 to
Exhibit D-1 hereto).
Form SE E-4 UPEN corporate chart (Exhibit 2 to Exhibit D-1
hereto).
Form SE E-5 WPSR corporate chart (Exhibit 2 to Exhibit D-1
hereto).
Form SE E-6 Post-merger corporate chart (Exhibit 2 to
Exhibit D-1 hereto).
Filed F-1 Preliminary Opinion of Counsel.
Electronically
Herewith
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Application to be signed on its behalf by the undersigned thereunto duly
authorized.
WPS Resources Corporation
By: /s/ Patrick D. Schrickel
Patrick D. Schrickel,
Executive Vice President
Date: March 23, 1998
Exhibit 99.1
Exhibit F-1
March 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WPS Resources Corporation
Form U-1 Application
Gentlemen:
We have examined the Form U-1 Application dated February 25,
1998 (the "Application"), of WPS Resources Corporation ("WPSR"), to which
this opinion is an exhibit, requesting an order of the Commission under
the Public Utility Holding Company Act of 1935 (the "Act"), authorizing
WPSR's acquisition of all of the issued and outstanding common stock of
Upper Peninsula Power Corporation ("UPPCo"), a Michigan corporation and an
electric utility company as defined by Section 2(a)(3) of the Act, all
pursuant to the terms of the Agreement and Plan of Merger by and between
WPSR and Upper Peninsula Energy Corporation ("UPEN"), dated as of July 10,
1997, as amended (the "Merger Agreement") and which provides for the
merger of UPEN into WPSR (the "Merger"). UPEN is the registered holder
and beneficial owner of all of the outstanding common stock of UPPCo.
Upon consummation of the Merger, UPPCo will become a direct subsidiary of
WPSR.
Based upon our examination of such instruments, documents and
matters of law as we have deemed requisite, it is our opinion that:
1. WPSR is a corporation duly organized and existing under the laws
of the State of Wisconsin.
2. Assuming the proposed Merger is accomplished in accordance with
the Merger Agreement and as described in the Application:
(a) All State laws applicable to the Merger will have been
complied with.
(b) WPSR's common stock, $1 par value, when issued in
accordance with the Merger Agreement, will be validly issued, fully paid
and, except as indicated below, non-assessable, and the holders thereof
will be entitled to the rights and privileges appertaining thereto set
forth in WPSR's Restated Articles of Incorporation; and UPPCo common
stock, $1 par value, when acquired by WPSR in accordance with the Merger
Agreement, will be validly issued, fully paid and non-assessable, and
WPSR, as sole holder thereof, will be entitled to the rights and
privileges appertaining thereto set forth in UPPCo's Articles of
Incorporation, as amended.
With respect to the non-assessability of WPSR's common stock,
Section 180.0622(2)(b) of the Wisconsin Statutes, as judicially
interpreted, imposes on the shareholders of such 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.
(c) WPSR will legally acquire all of the outstanding shares of
common stock, $1 par value, of UPPCo.
(d) The consummation of the Merger will not violate the legal
rights of the holders of any securities issued by WPSR, or of any
associate company thereof.
In rendering this opinion we have relied upon the opinion of
Rodger T. Ederer as to matters governed by Michigan law.
We hereby consent to the filing of this opinion as an exhibit to
the Application.
Yours truly,
FOLEY & LARDNER
Exhibit 99.2
EXHIBIT D-2
UNITED STATES
NUCLEAR REGULATORY COMMISSION
WASHINGTON, D.C. 20555-0001
March 11, 1998
Mr. M. L. Marchi
Manager - Nuclear Business Group
Wisconsin Public Service Corporation
Post Office Box 19002
Green Bay, WI 54307-9002
SUBJECT: SAFETY EVALUATION ASSOCIATED WITH WPS RESOURCES CORPORATION'S
PENDING MERGER WITH UPPER PENINSULA ENERGY CORPORATION (TAC
No. MA0520)
Dear Mr. Marchi:
In a letter dated December 15, 1997, you informed the NRC staff of a
pending merger transaction between WPS Resources Corporation (WPSR) and
Upper Peninsula Energy Corporation (UPEN). You stated that, pending
shareholder and regulatory approvals, UPEN will be merged with and into
WPSR. You noted that both UPEN and WPSR are holding companies, and that
UPEN's operating subsidiary is Upper Peninsula Power Company (UPPCO) and
WPSR's operating subsidiary is Wisconsin Public Service Corporation
(WPSC). Also, you pointed out that WPSR will be the surviving holding
company, that the existence of UPEN will cease, and that UPPCO will
continue as a corporation as a subsidiary of WPSR. WPSC, Wisconsin Power
and Light Company, and the Madison Gas and Electric Company are the
license holders for the Kewaunee Nuclear Power Plant. After the
transaction, WPSC will be unchanged in its corporate status as a
subsidiary of WPSR and will continue to be a license holder and the
operator of the Kewaunee Nuclear Power Plant, with no changes in WPSC's
financial strength or obligations as a licensee after the merger.
Your letter stated that WPSC does not believe that it is required to
notify or seek prior NRC approval for this merger transaction and cited
several reasons for this opinion. However, the NRC staff's practice still
is to perform a threshold review in consideration of 10 CFR 50.80, and in
so doing, the staff has concluded that the proposed merger of WPSR and
UPEN and WPSR's acquisition of UPPCO as a subsidiary company does not
involve a transfer, direct or indirect, of the operating license for the
Kewaunee Nuclear Power Plant. Furthermore, the staff has concluded that
the merger will not adversely affect WPSC's financial or technical
qualifications with respect to the operation and decommissioning of the
Kewaunee plant. Also, there do not appear to be any problematic antitrust
or foreign ownership issues related to this license that would result from
WPSR's merger with UPEN and acquisition of UPPCO. Thus, the proposed
transaction will not affect the qualifications of the licensee, and the
transaction appears to be otherwise consistent with applicable provisions
of law, regulations, and orders issued by the Commission. Accordingly,
the staff has no basis to object to the transaction.
On Page 2 of your letter, you stated that there are no present plans to
merge the two operating utilities, WPSC and UPPCO, but that such a merger
may be required to maintain the WPSR exemption from registration pursuant
to the Public Utility Holding Company Act of 1935. You noted that if WPSC
and UPPCO are merged, WPSR does not believe that 10 CFR 50.80 would
require NRC notification or approval but that WPSR would provide prior
notice to the NRC if such a merger of WPSC and UPPCO is pursued.
Depending upon how it is structured, a merger of WPSC and UPPCO could, in
fact, require prior NRC consent under 10 CFR 50.80, and furthermore could
require a license amendment. If such a merger is pursued, please inform
the NRC as soon as possible.
Sincerely,
/s/ Samuel J. Collins
Samuel J. Collins, Director
Office of Nuclear Reactor Regulation
Docket No. 50-305
Enclosure: Safety Evaluation
cc w/encl: See next page
<PAGE>
M. L. Marchi
Wisconsin Public Service Corporation Kewaunee Nuclear Power Plant
cc:
Foley & Lardner
ATTN: Bradley D. Jackson
One South Pinckney Street
P.O. Box 1497
Madison, WI 53701-1497
Chairman
Town of Carlton
Route 1
Kewaunee, WI 54216
Harold Reckelberg, Chairman
Kewaunee County Board
Kewaunee County Courthouse
Kewaunee, WI 54216
Chairman
Wisconsin Public Service Commission
610 N. Whitney Way
Madison, WI 53705-2729
Attorney General
114 East, State Capitol
Madison, WI 53702
U.S. Nuclear Regulatory Commission
Resident Inspectors Office
Route #1, Box 999
Kewaunee, WI 54216
Regional Administrator Region III
U.S. Nuclear Regulatory Commission
801 Warrenville Road
Lisle, IL 60532-4531
James D. Loock, Chief Engineer
Public Service Commission
of Wisconsin
610 N. Whitney Way
Madison, WI 53707-7854
<PAGE>
UNITED STATES
NUCLEAR REGULATORY COMMISSION
WASHINGTON, D.C. 20555-0001
SAFETY EVALUATION BY THE OFFICE OF NUCLEAR REACTOR REGULATION
RELATING TO PROPOSED MERGER BETWEEN UPPER PENINSULA ENERGY
CORPORATION AND WISCONSIN PUBLIC SERVICE RESOURCES CORPORATION
WISCONSIN PUBLIC SERVICE CORPORATION
WISCONSIN POWER AND LIGHT COMPANY
MADISON GAS AND ELECTRIC CMPANY
KEWAUNEE NUCLEAR POWER PLANT
DOCKET NO. 50-305
1.0 BACKGROUND
In a letter dated December 15, 1997, Wisconsin Public Service Corporation
informed the staff of the pending WPS Resources Corporation (WPSR) merger
transaction with Upper Peninsula Energy Corporation (UPEN). Pending
shareholder and regulatory approvals, UPEN will be merged with and into
WPSR. Both UPEN and WPSR are holding companies, and UPEN's operating
subsidiary is Upper Peninsula Power Company (UPPCO) and WPSR's operating
subsidiary is Wisconsin Public Service Corporation (WPSC). WPSR will be
the surviving holding company as the existence of UPEN will cease, and
UPPCO will continue as a corporation as a subsidiary of WPSR. WPSC,
Wisconsin Power and Light Company, and the Madison Gas and Electric
Company are the license holders for the Kewaunee Nuclear Power Plant.
After the transaction, WPSC will be unchanged in its corporate status as a
subsidiary of WPSR and will continue to be a license holder and the
operator of the Kewaunee Nuclear Power Plant.
2.0 EVALUATION
The Nuclear Regulatory Commission (NRC) staff has performed a threshold
review to determine whether the proposed merger will effect a license
transfer requiring prior NRC approval pursuant to 10 CFR 50.80. On the
basis of this review the NRC staff has concluded that WPSR's merger with
UPEN will not result in a transfer, direct of indirect, of the operating
license to the extent held by WPSC for the Kewaunee nuclear plant.
Consequently, the staff believes that the license transfer provisions of
10 CFR 50.80 are not applicable to this situation. Nevertheless, the
staff has reviewed several issues in light of the proposed merger as
follows.
2.1 Financial Qualifications
Based on the information provided in WPSC's letter dated December 15,
1997, the staff finds that there will be no near-term substantive change
in WPSC's financial ability to contribute appropriately to the operations
and decommissioning of the Kewaunee nuclear plant as a result of the
proposed merger. WPSC also would remain an "electric utility" as defined
in 10 CFR 50.2, engaged in the generation, transmission, and distribution
of electric energy for wholesale and retail sale, the cost of which is
recovered through rates established by the Public Service Commission of
Wisconsin and the Michigan Public Service Commission, and tariffs filed
with the Federal Energy Regulatory Commission. Thus, pursuant to 10 CFR
50.33(f), WPSC would be exempt from further financial qualifications
review as an electric utility if approval under 10 CFR 50.80 was required.
2.2 Management and Technical Qualifications
The WPSC letter states that there will be no changes in the senior
executive officers of WPSC or WPSR and that only one executive of UPEN
will join WPSC's executive group and be added to the WPSR Board of
Directors, so there are no material changes in WPSR's or WPSC's management
structure or processes planned as a result of the merger. Also, the
letter states the WPSC personnel who are responsible for operating the
plant will remain the same, and so NRC staff has no reason to believe that
the merger will result in changes in the technical qualifications of WPSC.
Based upon the expected continuity of WPSC's nuclear organization and
management structure and processes, the staff finds that the proposed
merger will not adversely affect WPSC's technical qualifications or the
management of the Kewaunee plant.
2.3 Antitrust
The antitrust review provisions of Section 105c of the Atomic Energy Act
apply to applications for a license to construct or operate a facility
under Section 103 of the Act but do not apply to facilities licensed under
Section 104b of the Act. Since the Kewaunee plant is licensed as a
Section 104b facility, it is not subject to the antitrust review
requirements in the Act.
2.4 Foreign Ownership
The WPS letter states that WPSC will continue to be held by the same
holding company, WPSR, and that only one UPEN executive will be added to
the WPSR Board of Directors. The staff does not know or have reason to
believe that, as a result of the merger, WPSC will be owned, controlled or
dominated by a foreign person or entity.
3.0 CONCLUSIONS
In view of the foregoing, the staff concludes that the proposed merger
between WPSR and UPEN will not involve a transfer, direct or indirect, of
the operating license for the Kewaunee nuclear plant. Furthermore, the
staff concludes that the merger will not adversely affect WPSC's financial
or technical qualifications with respect to the operation and
decommissioning of the Kewaunee plant. Also, there do not appear to be
any problematic antitrust or foreign ownership issues related to this
license that would result from WPSR's merger with UPEN.
Thus, the proposed transaction will not affect the qualifications of WPSC
as holder of the license, and the proposed transaction otherwise appears
to be consistent with applicable provisions of law, regulations, and
orders issued by the Commission. Accordingly, the staff has no basis to
object to the transaction.
Principal Contributor: Alex F. McKeigney
Date: March 11, 1998
