<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
WPS RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1998
---------------------
TO THE SHAREHOLDERS OF WPS RESOURCES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WPS
Resources Corporation ("WPSR"), a Wisconsin corporation, will be held on
Thursday, May 7, 1998, at 10:00 A.M., CDT, at the Weidner Center, University of
Wisconsin - Green Bay, 2420 Nicolet Drive, Green Bay, Wisconsin, for the
following purposes:
1. To elect three directors of Class A to hold office until the
Annual Meeting of Shareholders in 2001 or until their
successors have been elected and qualified.
2. To consider and act upon such other business as may properly
come before the Annual Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 13, 1998 will be
entitled to notice of, and to vote at, the Annual Meeting and at any adjournment
thereof.
Even if you plan to attend the Annual Meeting, please vote, sign exactly as
your name appears, date, and promptly mail the enclosed proxy card in the
postage-paid envelope provided. If you attend the Annual Meeting, you may revoke
your proxy and vote your shares in person. Your attention is directed to the
attached Proxy Statement.
WPS RESOURCES CORPORATION
[SIGNATURE]
FRANCIS J. KICSAR
SECRETARY
Green Bay, Wisconsin
March 23, 1998
The enclosed proxy is solicited by the Board of Directors. Your vote is
important no matter how large or small your holdings may be. To assure your
representation at the meeting, please vote, sign exactly as your name appears,
date, and promptly mail the enclosed proxy card in the postage-paid envelope
provided.
<PAGE>
March 23, 1998
PROXY STATEMENT
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1998
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board") of WPS Resources Corporation
("WPSR") for the Annual Meeting of Shareholders to be held on Thursday, May 7,
1998 at 10:00 A.M., CDT, at the Weidner Center, University of Wisconsin - Green
Bay, 2420 Nicolet Drive, Green Bay, Wisconsin and at any adjournment thereof
("Meeting") for the purposes set forth in the Notice of Annual Meeting of
Shareholders and in this Proxy Statement.
Only shareholders of record as of the close of business on March 13, 1998
("Record Date") are entitled to notice of, and to vote at, the Meeting. As of
the Record Date, WPSR's outstanding voting securities consisted of 23,896,962
shares of Common Stock. The record holder of each outstanding share of Common
Stock as of the Record Date is entitled to one vote per share with respect to
each proposal submitted for consideration at the Meeting. The Notice of Annual
Meeting of Shareholders, this Proxy Statement, and the accompanying form of
proxy were first mailed to shareholders on or about March 23, 1998.
A proxy, in the enclosed form, which is properly executed, duly returned to
WPSR, and not revoked, will be voted in accordance with the instructions
contained therein. If no specification is indicated on the proxy, the shares
represented thereby will be voted FOR the indicated nominees for directors and
on such other business or matters which may properly come before the Meeting in
accordance with the best judgment of the persons named in the proxy. Execution
of a proxy given in response to this solicitation will not affect a
shareholder's right to attend the Meeting and to vote in person. Presence at the
Meeting of a shareholder who has signed a proxy does not in itself revoke a
proxy. Each proxy granted may be revoked by the person giving it at any time
before the exercise thereof by giving written notice to such effect to the
Secretary of WPSR, by execution and delivery of a subsequent proxy, or by
attendance and voting in person at the Meeting, except as to any matter upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy.
On December 12, 1996, the Board of Directors of WPSR approved the issuance
to shareholders, as of December 16, 1996, of a dividend of one common share
purchase right (a "Right") for each outstanding share of WPSR's Common Stock.
The Rights are not presently exercisable; but ten days after a person or group
acquires 15% or more of WPSR's Common Stock or ten business days (subject to
extension) after a person or group announces a tender offer to acquire at least
15% of WPSR's Common Stock, the Rights will become exercisable. Such Rights will
entitle each holder of Common Stock of WPSR to purchase one share of authorized
but unissued Common Stock of WPSR for each Right. The exercise price of each
Right is $85. Upon the acquisition by any person or group of 15% or more of the
Common Stock of WPSR, each Right, other than Rights
1
<PAGE>
held by an acquiring party, will entitle the holder to purchase, at the exercise
price, Common Stock of WPSR having a market value of two times the exercise
price. The Rights Agreement excludes from the effects thereof the inadvertent
acquisition of 15% or more of WPSR's Common Stock, provided there is prompt
divestment to less than 15%. The Rights may be redeemed or may, under certain
circumstances, be exchanged for shares of Common Stock of WPSR, all as provided
and subject to the limitations set forth in the agreement setting forth the
terms of the Rights; otherwise, such Rights expire on December 11, 2006. None of
the share holdings or percentages of outstanding shares reported in this Proxy
Statement reflect the Rights or shares of Common Stock which may be purchased
upon the exercise of the Rights. WPSR has prepared a Summary of Rights to
Purchase Common Shares, a copy of which is available free of charge from WPSR.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
No person is known by WPSR to be the beneficial owner of more than 5% of any
class of WPSR's voting securities. Set forth below is a tabulation indicating,
as of January 1, 1998, the shares of WPSR's equity securities beneficially owned
by the six named executives in the Summary Compensation Table, each nominee and
director, and all directors and officers of WPSR as a group. No officer or
director owns more than 1% of any class of WPSR's equity securities.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP (1)(2)(3)
- ----------------------------- ----------------------------------- --------------------
<S> <C> <C>
Common Stock, $1.00 Par Larry L. Weyers 6,050
Value Per Share Daniel A. Bollom 16,086(4)
Patrick D. Schrickel 2,549(5)
Clark R. Steinhardt 5,544(6)
Richard E. James 1,442
Daniel P. Bittner 8,682
A. Dean Arganbright 2,010
Sister M. Lois Bush 500(7)
James L. Kemerling 1,266
Richard A. Bemis 2,715
Robert C. Gallagher 4,599
Michael S. Ariens 4,613(8)
Kathryn M. Hasselblad-Pascale 3,260(9)
All directors and officers as a
group (19) 79,575(10)
</TABLE>
- ------------------------
(1) None of the persons listed beneficially owns shares of any other class of
equity securities of WPSR or its subsidiaries, except Mr. Arganbright's
spouse who owns 10 shares of Preferred Stock 5% Series ($100 par value) of
Wisconsin Public Service Corporation ("WPSC").
(2) In each case, the indicated owner has sole voting power and sole
investment power with respect to the shares shown in this column, except
as noted.
(3) Includes shares of common stock held in the ESOP and the Wisconsin Public
Service Corporation Deferred Compensation Trust ("Deferred Compensation
Trust").
(4) Includes 1,561 shares held in survivorship marital property.
(5) Includes 200 shares held as custodian for children.
(6) Includes 49 shares held in a family trust.
2
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(7) Owned by Sisters of the Sorrowful Mother of which Sister M. Lois Bush is a
member.
(8) Includes 2,231 shares held by M&M Ariens, Inc.
(9) Includes 852 shares owned by spouse.
(10) Includes shares described in notes (1) through (9) and 387 shares held in
joint tenancy.
NOMINEES FOR ELECTION AS DIRECTORS
Pursuant to the Restated Articles of Incorporation and the By-Laws of WPSR,
the Board consists of nine directors and is divided into three classes of three
directors each, with one class being elected each year for a term of three
years. Accordingly, it is proposed that the three nominees listed below be
elected to serve as Class A directors for three-year terms to expire at the 2001
Annual Meeting of Shareholders and upon the election and qualification of their
successors. Messrs. Richard A. Bemis, Daniel A. Bollom, and Robert C. Gallagher
are presently Class A directors whose terms expire at this year's Annual
Meeting, and who have been nominated for re-election.
Directors are elected by a plurality of the votes cast by the holders of
WPSR's Common Stock at a meeting at which a quorum is present. "Plurality" means
that the individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote, or
otherwise) have no impact in the election of directors except to the extent that
the failure to vote for an individual results in another individual receiving a
larger number of votes. Under Wisconsin law, cumulative voting for directors is
permitted but is not presently provided for in WPSR's Restated Articles of
Incorporation.
Certain information about the three nominees for such directorships is set
forth below. It is intended that the proxies solicited on behalf of the Board
will be voted for the following nominees. The Board has no reason to believe
that any of these nominees will be unable or unwilling to serve as a director if
elected; but if any nominee should be unable or unwilling to serve, the shares
represented by proxies solicited by the Board will be voted for the election of
such other person as the Board may recommend in place of such nominee.
NOMINEES -- CLASS A -- TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------------- --- ----------------------------------------------------------- -----------
<S> <C> <C> <C>
Richard A. Bemis (1)(3) 56 President and Chief Executive Officer, 1983
Bemis Manufacturing Company,
Sheboygan Falls, WI (manufacturer of
toilet seats, contract plastics, and wood
products)
Daniel A. Bollom (1) 61 Retired Chairman and Chief Executive Officer of WPSR 1989
Robert C. Gallagher 59 Chairman and Chief Executive Officer, 1992
(1)(2)(3)(4) Associated Bank, Green Bay, WI; Vice Chairman, Associated
Banc-Corp, Green Bay, WI
</TABLE>
- ------------------------
Footnotes appear on page 4
3
<PAGE>
Each of the nominees has served in the same or another position with the
employer indicated for at least five years.
The following tables set forth certain information about Class B and Class C
directors who are not standing for election in 1998.
CLASS B -- TERM EXPIRING IN 1999
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------------- --- ----------------------------------------------------------- -----------
<S> <C> <C> <C>
A. Dean Arganbright 67 Retired Chairman, President, and Chief Executive Officer, 1972
(1)(2)(4)(5) Wisconsin National Life Insurance Company, Oshkosh, WI
Sister M. Lois Bush, SSM (1)(5) 53 Chief Executive Officer, Ministry Health Care, Inc., 1993
Milwaukee, WI (a health care delivery system)
James L. Kemerling (1)(2)(4)(5) 58 Consultant, Wausau, WI, 1996; Chairman, President, and 1988
Chief Executive Officer, The Specialty Packaging Group,
Inc., Wausau, WI (manufacturer of composite cans),
1994-1996; President and Chief Executive Officer,
Shade/Allied Inc., Green Bay, WI (manufacturer of business
forms), 1990-1994
</TABLE>
CLASS C -- TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------------- --- ----------------------------------------------------------- -----------
<S> <C> <C> <C>
Michael S. Ariens (1)(3)(5) 66 Chairman, Ariens Company, Brillion, WI (manufacturer of 1974
outdoor power equipment)
Kathryn M. Hasselblad-Pascale 50 Managing Partner, Hasselblad Machine Company, LLP, Green 1987
(1)(3)(4) Bay, WI (manufacturer of automatic screw machine products)
Larry L. Weyers 52 Chairman, President, and Chief Executive Officer of WPSR 1996
</TABLE>
- ------------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Nominating Committee.
(4) Member of Shareholder Committee.
(5) Member of Strategic Action Planning Committee.
Each of the Class B and Class C directors, except Mr. Arganbright who is
retired and Mr. Kemerling who is self-employed, has served in the same or
another position with the employer indicated for at least five years.
Other directorships held by the directors include the following:
Richard A. Bemis -- W. H. Brady Company, Milwaukee, WI
Robert C. Gallagher -- Associated Banc-Corp, Green Bay, WI
James L. Kemerling -- Badger Paper Mills, Inc., Peshtigo, WI
4
<PAGE>
During 1997, the Board met ten times. All directors attended more than 75%
of the total number of meetings, including meetings of committees of which they
are members.
Non-employee director remuneration consists of a monthly fee of $1,417, a
Board meeting fee of $850 or $200 for each Board meeting attended or for each
telephonic meeting, respectively, and $775 for each Board committee meeting
attended. Employee directors receive no compensation for their services as
directors.
The Audit Committee, which includes all non-employee directors, met three
times during 1997. Its duties and responsibilities include, but are not
necessarily limited to, the following:
(1) To recommend annually a firm of independent public accountants.
(2) To approve the services to be performed by the independent public
accountants.
(3) To review the reports and comments of the WPSC audit services
department and the independent public accountants and to recommend
such action as is appropriate to the Board.
The Compensation Committee, which is composed of three non-employee
directors, met four times during 1997. Its function is to recommend to the Board
the compensation to be paid to officers and selected managerial personnel.
The Nominating Committee, which consists of four non-employee directors,
recommends to the Board candidates to be nominated for election as directors at
the Annual Meeting and to fill any vacancies on the Board. The Nominating
Committee also approves officer changes. The Nominating Committee met one time
in 1997. The Nominating Committee will consider suggestions from all sources,
including shareholders, regarding possible candidates for director. Such
suggestions, together with appropriate biographical information, should be
submitted to the Secretary of WPSR no later than November 1, in order to be
considered for the Annual Meeting in the following year.
The Shareholder Committee, which consists of four non-employee directors,
considers issues of strategic interest to shareholders. The Shareholder
Committee met one time in 1997.
The Strategic Action Planning Committee, which consists of four non-employee
directors, reviews and provides input for WPSR's Strategic Plans. The Strategic
Action Planning Committee met one time in 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of statements of beneficial ownership and of
changes therein furnished to WPSR during and with respect to the 1997 calendar
year and written representations made to WPSR, management has concluded that no
person who at any time during 1997 was a director or officer of WPSR failed to
file with the Securities and Exchange Commission, on a timely basis, reports of
beneficial ownership of WPSR's securities required by Section 16(a) of the
Securities and Exchange Act of 1934, as amended.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the total compensation
paid by WPSR and its subsidiaries for all services rendered during 1997, 1996,
and 1995 for the Chief Executive Officer, the four other most highly compensated
current executive officers of WPSR or its subsidiaries who perform policy-making
functions for WPSR, and the retired Chairman and Chief Executive Officer.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION (6) AWARDS PAYOUTS
(E) (F) (G) (I)
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
(A) (C) (D) COMPEN- STOCK UNDERLYING (H) COMPEN-
NAME AND (B) SALARY BONUS SATION AWARD(S) OPTIONS/ LTIP PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($)(7) ($) SARS (#) ($) ($)(8)
- ---------------------- ---- ---------- ----- ------------ ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry L. Weyers 1997 225,527.60 0.00 1,593.39 0.00 0.00 0.00 80,990.92
Chairman, President, 1996 171,402.30 0.00 8,051.52 0.00 0.00 0.00 44,824.65
and Chief Executive 1995 134,720.34 0.00 4,984.49 0.00 0.00 0.00 21,341.68
Officer (1)(2)
Patrick D. Schrickel 1997 189,882.55 0.00 24.78 0.00 0.00 0.00 31,884.65
Executive Vice 1996 157,019.17 0.00 3,424.84 0.00 0.00 0.00 37,039.12
President (1) 1995 159,477.00 0.00 3,256.72 0.00 0.00 0.00 20,541.08
Clark R. Steinhardt 1997 179,532.12 0.00 1,679.40 0.00 0.00 0.00 26,181.56
Senior Vice President 1996 132,282.96 0.00 7,372.40 0.00 0.00 0.00 64,935.23
(3) 1995 156,933.00 0.00 4,763.61 0.00 0.00 0.00 23,030.79
Daniel A. Bollom 1997 130,645.13 0.00 38,139.86 0.00 0.00 0.00 106,393.98
Retired Chairman and 1996 214,728.38 0.00 598.00 0.00 0.00 0.00 158,776.50
Chief Executive 1995 291,582.00 0.00 5,398.98 0.00 0.00 0.00 41,174.04
Officer (4)
Richard E. James 1997 127,158.71 0.00 301.00 0.00 0.00 0.00 11,341.69
Vice President (5) 1996 117,698.39 0.00 5,138.75 0.00 0.00 0.00 14,595.81
1995 114,546.96 0.00 938.56 0.00 0.00 0.00 11,614.72
Daniel P. Bittner 1997 126,446.79 0.00 244.39 0.00 0.00 0.00 69,503.77
Vice President 1996 115,399.64 0.00 544.02 0.00 0.00 0.00 25,422.09
and Chief 1995 152,223.00 0.00 886.81 0.00 0.00 0.00 17,880.43
Financial Officer(1)
</TABLE>
- ------------------------------
(1) Officer of both WPSR and WPSC.
(2) Mr. Weyers assumed the duties of Chairman and Chief Executive Officer on
February 12, 1998 and May 1, 1997, respectively.
(3) Officer of WPSC.
(4) Mr. Bollom retired on June 30, 1997 as Chairman of the Board. He had been
Chief Executive Officer until May 1, 1997.
(5) Officer of WPSR.
(6) Compensation deferred at election of executive (exclusive of deferred
amounts treated as if fully invested in WPSR Common Stock included in column
(i)) includable under Salary for year earned.
(7) These amounts reflect the following: spouse expense, flexible spending
account refunds, taxable meals, imputed lodge income, insurance
reimbursements, and vacation and holiday pay. Perquisites that exceed 25% of
the total perquisites are as follows: Vacation/Holiday payments for Weyers,
Schrickel, Steinhardt, Bollom, and James of $0, $0, $0, $38,086.86, and $0,
respectively, for 1997; $8,051.52, $2,924.20, $6,993.84, $0, and $4,986.75,
respectively, for 1996; and $4,623.43, $2,562.32, $3,153.97, $4,697.85, and
$0, respectively, for 1995. Spouse expense payments for Weyers, Steinhardt,
Bollom, James, and Bittner of $1,523.48, $1,482.37, $0, $125.00, and
$125.00, respectively, for 1997; $0, $0, $464.00, $0, and $420.00,
respectively, for 1996; and $0, $0, $0, $0, and $417.00, respectively, for
1995. Imputed lodge income for James and Bittner of $176.00 and $112.00,
respectively, for 1997. Insurance reimbursements for James and Bittner of
$730.56 and $361.42, respectively, for 1995. A reimbursement for taxable
meals for Schrickel of $22.32 in 1997.
6
<PAGE>
(8) These amounts reflect WPSC contributions under Employee Stock Ownership Plan
and Trust for Weyers, Schrickel, Steinhardt, Bollom, James, and Bittner of
$1,303.79, $1,149.78, $1,140.37, $930.55, $1,077.27, and $1,073.58,
respectively, for 1997; $2,937.39, $2,937.39, $2,830.16, $2,937.39,
$3,361.75, and $2,584.95, respectively, for 1996; and $2,372.20, $2,425.12,
$2,385.57, $2,485.02, $2,308.22, and $2,311.71, respectively, for 1995.
Above Market Deferred Compensation Interest for Weyers, Schrickel,
Steinhardt, Bollom, James, and Bittner of $6,971.52, $7,262.73, $10,004.67,
$19,272.12, $1,363.32, and $5,402.79, respectively, for 1997; $15,316.11,
$16,109.98, $21,979.77, $42,339.96, $2,995.11, and $11,869.59, respectively,
for 1996; and $9,539.05, $6,952.54, $9,659.88, $18,278.31, $1,288.22, and
$4,913.05, respectively, for 1995. Deferred Compensation (in the stock
account, not deferred at the election of the executive) for Weyers,
Schrickel, Steinhardt, Bollom, James, and Bittner of $19,511.28, $13,957.73,
$12,728.82, $14,185.59, $8,901.10, and $12,395.50, respectively, for 1997;
and $12,951.61, $11,449.35, $11,279.05, $21,472.75, $8,238.95, and
$10,967.55, respectively, for 1996. Deferred Compensation (in the stock
account, deferred at the election of the executive) for Weyers, Schrickel,
Steinhardt, Bollom, and Bittner of $53,204.33, $9,514.41, $2,307.70,
$72,005.72, and $50,631.90, respectively, for 1997; and $13,619.54,
$6,542.40, $28,846.25, $92,026.40, and $41,279.55, respectively, for 1996.
Deferred Compensation (in the reserve account, not deferred at the election
of the executive) for Weyers, Schrickel, Steinhardt, Bollom, James, and
Bittner of $9,430.43, $11,163.42, $10,985.34, $20,410.71, $8,018.28, and
$10,655.67, respectively, for 1995.
WPSR has employment and severance agreements with each of twelve executives
of WPSR and its subsidiary, WPSC, including the five current executive officers
named in the Summary Compensation Table. These agreements are intended to
ensure, as far as possible, that WPSR will continue to have the benefit of each
executive's services and to protect WPSR's confidential information and
goodwill; to provide these executives with a measure of security against changes
in their relationship with WPSR and its subsidiary in the event of a change in
control (as defined in the agreements) of WPSR, and to ensure, insofar as
possible, that any proposal for a change in control of WPSR will be considered
by the executives objectively and with reference only to the best interests of
WPSR and its shareholders. These agreements provide that each executive that is
a party thereto is entitled to benefits if, within three years following a
change in control or such shorter period after a change in control and prior to
the executive's normal retirement date (the "employment period"), the
executive's employment is ended through (a) termination by WPSR or WPSC, other
than by reason of death or disability or for cause (as defined in the
agreements), or (b) termination by the executive due to a breach of the
agreement by WPSR or its subsidiary or due to a change in elected or appointed
positions held by the executive or a significant change in the executive's
working conditions or responsibilities. The benefits provided under each of the
agreements include: (a) a cash termination payment equal to the lesser of (i)
2.99 and (ii) the number of years or fraction thereof remaining in the
employment period, times the sum of the executive's annual salary and his or her
average annual bonus during the three years before the termination and (b)
continuation for up to three years of the most favorable hospital, medical,
dental, accident, disability, and life insurance coverage in effect during the
180-day period immediately prior to the change in control or, if more favorable
to the executive, the coverage in effect generally thereafter for executives of
comparable status and position. The termination payment is in lieu of any other
severance payments to which the executive may be entitled under the severance
policies of WPSR or its subsidiary. The agreements also provide the foregoing
benefits in connection with certain terminations which are effected in
anticipation of a change in control. Each agreement provides that if any portion
of the benefits under the agreement or under any other agreement for the
executive would constitute an excess payment for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), benefits will be reduced so that
the executive will be entitled to receive $1 less than the maximum amount which
he or she could have received without becoming subject to the 20% excise tax
imposed by the Code on certain excess payments, or which WPSR may pay without
the loss of deduction under the Code.
7
<PAGE>
COMPARATIVE FIVE-YEAR INVESTMENT PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
WPSR's Common Stock with the Standard & Poors ("S&P") 500 Index and the Edison
Electric Institute ("EEI") 100 Index for the last five fiscal years. Total
return includes dividends and stock price appreciation, assuming reinvestment of
dividends. Total return was calculated assuming investment of $100 on December
31, 1992.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<S> <C> <C> <C> <C>
WPS Resources Corporation (WPSR),
S&P 500 Index, and Edison Electric Institute (EEI) 100 Index
S&P EEI
500 100
Years WPSR Index Index
1992 $ 100 $ 100 $ 100
DOLLARS 1993 111 110 111
1994 94 112 98
1995 127 153 129
1996 113 189 130
1997 144 252 166
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT
WPSR maintains a market-based executive compensation plan for the Chairman,
President, and Chief Executive Officer and the other executive officers of WPSR
and its subsidiaries. The plan is designed to support WPSR's vision and mission
statements and its commitment to a quality management philosophy. Pay
advancement is based on the relationship between the executive's salary and the
maximum compensation range value of the assigned pay grade. The pay plan is
designed to bring executives to their maximum compensation range values, which
correspond to median market values, over a seven-year period. The minimum range
values are 80% of the maximum compensation range values. Those farther below the
maximum compensation range values receive larger salary increases than those
closer to the maximum compensation range values. If an executive is promoted to
a higher-rated position, an increase is provided at the time of the change in
duties. The compensation levels for 1997 were not adjusted to reflect actual or
8
<PAGE>
projected financial results; however, the Compensation Committee reserves the
right to recommend revised compensation levels after considering all of the
future qualitative and quantitative facts and circumstances surrounding actual
or projected financial results.
The President and Chief Executive Officer assumed the position of Chief
Executive Officer on May 1, 1997 (the President and Chief Executive Officer also
became Chairman of the Board on February 12, 1998). As President and Chief
Operating Officer, his salary had been $220,356. His new annual salary,
effective May 4, 1997, was set at $293,736 with the understanding that the rate
would be reviewed at the September meeting of the Committee.
At the September meeting, the Compensation Committee reviewed the
compensation of the President and Chief Executive Officer and the other
executive officers of WPSR and its subsidiaries. The President and Chief
Executive Officer's annual salary was set at $362,472 effective October 5, 1997
(and remains in effect at December 31, 1997). The new maximum compensation range
value of $453,084 generally corresponds with the median of 1997 base salaries of
$425,000 (which excludes incentive and other forms of cash compensation) as
reported to the Edison Electric Institute by utilities with revenues generally
comparable to those of WPSR. Median total compensation (which includes both
short-term and long-term incentive compensation) reported by the same utilities
was $666,800. Many of the utilities are members of the EEI 100 Index group which
is reflected on the Comparative Five-Year Investment Performance Graph set forth
on the previous page. The composition of the two groups, however, is not
identical. The Compensation Committee has determined that in 1998 an incentive
compensation component will be added to the compensation plan that was in effect
for 1997.
WPSR and its subsidiaries have considered the implications of Section 162(m)
of the Internal Revenue Code (the "Code") regarding the deductibility of annual
executive compensation over $1,000,000. The compensation levels for officers of
WPSR and its subsidiaries fall well below this level and, hence, the provisions
of Section 162(m) of the Code have not affected the compensation program of
WPSR.
A. Dean Arganbright
Robert C. Gallagher
James L. Kemerling
BENEFIT PLANS
The WPS Resources Corporation Deferred Compensation Plan ("Deferred
Compensation Plan") is available to approximately 40 executives of WPSR and its
subsidiaries, including each of the named current executive officers listed in
the Summary Compensation Table. The plan consists of the following components:
(1) Mandatory Salary Deferrals; (2) Voluntary Salary Deferrals; (3) Death
Benefit; (4) Protection of Qualified Pension Benefit; and (5) Supplemental
Retirement Benefits.
MANDATORY SALARY DEFERRALS. Payment of a portion (currently 7%) of the
compensation for each Deferred Compensation Plan participant is credited to the
Deferred Compensation Plan in lieu of being paid directly to the participant.
The amount deferred is credited to the Stock Account and treated as if fully
invested in WPSR Common Stock.
VOLUNTARY SALARY DEFERRALS. Additionally, each Deferred Compensation Plan
participant may elect to defer any bonus payable to such participant for any
year and/or up to 30% of such participant's salary for any year and have such
amount credited, for recordkeeping purposes, to
9
<PAGE>
the Deferred Compensation Plan. In accordance with advance elections made by
each participant, Voluntary Salary Deferrals are credited to the Stock Account
as described above with respect to Mandatory Salary Deferrals, or the amounts
are credited to a Reserve Account. Amounts in the Reserve Account are credited
with earnings, generally at the greater of 6% per annum or a rate equal to 70%
of WPSR's return on common shareholder equity. (Voluntary Salary Deferrals made
prior to January 1, 1996 are credited with a higher earnings rate.) The
Compensation Committee may revise the earnings rate applicable to the Reserve
Account or the manner in which the rate is calculated, but the rate may not be
reduced below 6% per annum. In addition, the Compensation Committee may permit a
participant to defer in excess of 30% of the participant's salary, but amounts
in excess of 30% of salary, other than bonus deferrals, are automatically
credited to the Reserve Account.
DEATH BENEFIT. A special death benefit will be provided to certain Deferred
Compensation Plan participants, including any of the named executive officers,
if such participant dies prior to age 65 if at the time of the officer's death
Mandatory and/or Voluntary Salary Deferrals are being credited to the officer's
account. The benefit is an amount equal to the amount of additional deferrals
and earnings that would have been credited to the officer's account had
deferrals (and earnings assuming that deferrals were credited to the Reserve
Account) continued through age 65 at the rate in effect at the time of the
officer's death. The special death benefit is payable in 15 annual installments.
The benefit is a fixed amount which does not accrue earnings on the
undistributed balance.
PROTECTION OF QUALIFIED PENSION BENEFIT. The Deferred Compensation Plan
will provide a benefit to certain Deferred Compensation Plan participants,
including each of the named executive officers, to the extent that the officer's
benefits under the Wisconsin Public Service Corporation Administrative
Retirement Plan ("Pension Plan") are limited because of certain legal
restrictions. See the description of the Wisconsin Public Service Corporation
Administrative Retirement Plan below.
SUPPLEMENTAL RETIREMENT BENEFITS. The Deferred Compensation Plan provides
to certain Deferred Compensation Plan participants, including each of the
current named executive officers, upon retirement at or after age 58 (or earlier
retirement with the written approval of the Compensation Committee),
supplemental monthly payments. In the case of the Chairman, President, and Chief
Executive Officer, an Executive Vice President, or a Senior Vice President, the
supplemental payments equal 20% of the highest average monthly compensation
received during any 36 consecutive month period of employment. In the case of
any Vice President, the supplemental payments equal 10% of the highest average
monthly compensation received during any 36 consecutive month period of
employment. Such payments continue for 10 years after retirement. If the
participant dies during the 10-year period, the participant's surviving spouse
will receive 50% of such payments for the remainder of the 10-year period. If
the participant dies while employed, the surviving spouse will receive, for a
10-year period, 50% of the amount that would have been paid to the participant
had he retired on his date of death (disregarding, for this purpose, the age 58
eligibility requirement). Payments terminate if neither the participant nor the
spouse is living, even if 120 monthly payments have not been made.
The following table indicates the annual Supplemental Retirement Benefit
that would be payable during the 10-year period to each of the named executive
officers (assuming that each
10
<PAGE>
executive had retired on December 31, 1997 and disregarding, for this purpose,
the age 58 eligibility requirement in the case of any officer who has not yet
attained age 58).
<TABLE>
<CAPTION>
HIGHEST AVERAGE MONTHLY ANNUAL BENEFITS
COMPENSATION RECEIVED DURING PAYABLE
ANY 36 CONSECUTIVE MONTHS --------------------
PRIOR TO AGE 65 10% 20%
- ------------------------------- --------- ---------
<S> <C> <C>
$ 12,000 $ 14,400 $ 28,800
13,000 15,600 31,200
14,000 16,800 33,600
15,000 18,000 36,000
16,000 19,200 38,400
17,000 20,400 40,800
18,000 21,600 43,200
19,000 22,800 45,600
20,000 24,000 48,000
21,000 25,200 50,400
22,000 26,400 52,800
23,000 27,600 55,200
24,000 28,800 57,600
25,000 30,000 60,000
26,000 31,200 62,400
27,000 32,400 64,800
28,000 33,600 67,200
29,000 34,800 69,600
30,000 36,000 72,000
31,000 37,200 74,400
32,000 38,400 76,800
33,000 39,600 79,200
34,000 40,800 81,600
35,000 42,000 84,000
36,000 43,200 86,400
</TABLE>
The Deferred Compensation Plan contains several provisions that take effect
in the event of a Change in Control of WPSR or WPSC.
First, upon a Change in Control, a revised minimum earnings rate for
Voluntary Salary Deferrals becomes applicable. The minimum rate is the greater
of 6% per annum or a rate equal to two percentage points above the prime lending
rate of Firstar Bank-Milwaukee, Milwaukee, Wisconsin. Second, the Supplemental
Retirement Benefit becomes immediately vested, even if the Deferred Compensation
Plan participant terminates employment prior to retirement. Third, contributions
to the Deferred Compensation Trust, which are discretionary prior to a Change in
Control, are required in an amount sufficient to fund the benefits accrued by
participants in the Deferred Compensation Plan through the funding date. Assets
in the Deferred Compensation Trust remain subject to the claims of creditors,
but may not, following a Change in Control, be withdrawn by WPSR or WPSC.
A Change in Control means any of the following events:
(1) The acquisition by any person (other than WPSR or any of its
subsidiaries or employee benefit plans or fiduciaries therefor) of
beneficial ownership of 30% or more of the voting power of the
shares of the then outstanding capital stock of WPSR;
11
<PAGE>
(2) One-half or more of the Board of WPSR consists of persons who are
not "Continuing Directors," (i.e., persons who were either
directors on May 1, 1997, or persons whose nominations or elections
were recommended or approved by a majority of the Continuing
Directors then in office);
(3) Any merger, consolidation, or reorganization of WPSR with any other
corporation resulting in less than one-half of the outstanding
securities of the surviving or resulting entity being owned by
former shareholders of WPSR exclusive of shares owned by certain
persons who are affiliated with or are substantial shareholders of
a party to such transaction;
(4) Any merger or share exchange involving WPSR in which WPSR is not
the controlling or surviving corporation except a merger in which
the shareholders of WPSR have the same proportionate ownership of
the surviving corporation as they held in WPSR immediately prior to
such merger;
(5) Any sale, lease, exchange, or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of
the assets of WPSR other than to a wholly-owned subsidiary of WPSR;
or
(6) Approval by the shareholders of WPSR of any plan or proposal for
the liquidation or dissolution of WPSR.
WPSC maintains the Wisconsin Public Service Corporation Administrative
Employees' Savings Plan ("Savings Plan") and the ESOP, in which substantially
all employees of WPSR and WPSC, including the named executive officers, are
eligible to participate.
Under the Savings Plan, each participant may defer, in accordance with
applicable tax law limits, a portion of his or her compensation and have the
deferred amount deposited as a pre-tax contribution to the Savings Plan.
The ESOP has entered into a loan guaranteed by WPSC the proceeds of which
were used to purchase the Common Stock of WPSR. Each year, shares become
available under the ESOP for allocation to participants in proportion to the
percentage of the outstanding loan that has been repaid during that year. The
shares available under the ESOP as of the close of any year are allocated among
those participants who for that year made pre-tax contributions to the Savings
Plan.
The Wisconsin Public Service Corporation Administrative Employees'
Retirement Plan ("Pension Plan"), under which executive officers are included,
is a non-contributory defined benefit plan under which contributions on behalf
of a specified participant cannot be individually calculated. Since the Pension
Plan is in a fully-funded position, no contributions were made to it in 1997.
Straight-line benefits at the normal retirement age of 65 (with a 50% benefit
payable to a surviving spouse, actuarially reduced for certain age differences)
are determined by the average of the 5 highest calendar year's compensation
since 1980 or the last 60 months, times 55%, times years of service up to 32,
divided by 32, plus .5% of such average compensation, times years of service
exceeding 32, less an offset for a portion of Social Security benefits.
Employees who were employed prior to 1982 would qualify for the higher of the
current pension formula or a grandfathered formula which is 1.5% of the final
average pay times years of service limited by 50% of final average pay less a
Social Security offset. The following table shows the annual retirement benefits
payable at the normal retirement age of 65 for specified remunerations and years
of service under the provisions of the Pension Plan in effect December 31, 1997,
and assuming retirement on that date:
12
<PAGE>
PENSION PLAN TABLE
ANNUAL RETIREMENT BENEFITS AT
NORMAL RETIREMENT AGE OF 65 YEARS
FOR YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
AVERAGE ANNUAL
REMUNERATION
HIGHEST 5 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ------------------ --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 140,000 $ 32,364 $ 43,152 $ 53,941 $ 64,729 $ 69,044 $ 74,644
150,000 34,943 46,590 58,237 69,885 74,544 80,544
160,000 37,521 50,027 62,534 75,041 80,044 86,444
170,000 40,099 53,465 66,831 80,198 85,544 92,344
180,000 42,677 56,902 71,128 85,354 91,044 98,244
190,000 45,255 60,340 75,425 90,510 96,544 104,144
200,000 47,833 63,777 79,722 95,666 102,044 110,044
210,000 50,411 67,215 84,019 100,823 107,544 115,944
220,000 52,989 70,652 88,316 105,979 113,044 121,844
230,000 55,568 74,090 92,613 111,135 118,544 127,744
240,000 58,146 77,527 96,909 116,291 124,044 133,644
250,000 60,724 80,965 101,206 121,448 129,544 139,544
260,000 63,302 84,402 105,503 126,604 135,044 145,444
270,000 65,880 87,840 109,800 131,760 140,544 151,344
280,000 68,458 91,277 114,097 136,916 146,044 157,244
290,000 71,036 94,715 118,394 142,073 151,544 163,144
300,000 73,614 98,152 122,691 147,229 157,044 169,044
310,000 76,193 101,590 126,987 152,385 162,544 174,944
320,000 78,771 105,027 131,284 157,541 168,044 180,844
330,000 81,349 108,465 135,581 162,698 173,544 186,744
340,000 83,927 111,902 139,878 167,854 179,044 192,644
350,000 86,505 115,340 144,175 173,010 184,544 198,544
360,000 89,083 118,777 148,472 178,166 190,044 204,444
370,000 91,661 122,215 152,769 183,323 195,544 210,344
380,000 94,239 125,652 157,066 188,479 201,044 216,244
390,000 96,818 129,090 161,362 193,635 206,544 222,144
</TABLE>
Compensation for pension purposes differs from the amounts in the annual
compensation columns of the Summary Compensation Table for all named executive
officers. Messrs. Weyers, Schrickel, Steinhardt, Bollom, James, and Bittner had
1997 pensionable compensation of $298,244, $213,355, $194,569, $254,923,
$136,060, and $189,474, respectively. Messrs. Weyers, Schrickel, Steinhardt,
James, and Bittner had credited service under the Pension Plan as of December
31, 1997 of 12, 32, 30, 22, and 33 years, respectively. Mr. Bollom had credited
service as of June 30, 1997, the date of his retirement, of 39 years. Benefit
amounts in the table have been reduced for Social Security offsets.
The annual benefits payable from the Pension Plan are subject to a maximum
limitation ($130,000 for 1998) under Internal Revenue Code Section 415. In
addition, the amount of compensation considered for purposes of the Pension Plan
is limited ($160,000 for 1998) under Internal Revenue Code Section 401(a)(17).
The Deferred Compensation Plan provides additional monthly benefits, for
Deferred Compensation Plan participants, including the named executive officers,
equal to any loss of benefit payments under the Pension Plan caused by the
maximum benefit or compensation limitations and/or Mandatory and Voluntary
Salary Deferrals under the Deferred Compensation Plan. These additional payments
are made only while the participant or surviving
13
<PAGE>
spouse receives a monthly benefit from the Pension Plan. Benefit amounts shown
in the table include projected payments to the participant under the Pension
Plan and the additional payments for the loss of Pension Plan benefits as
described in this paragraph. Amounts were accrued during 1997 for the unfunded
future payment obligations.
OTHER BUSINESS
At the time this Proxy Statement went to press, WPSR knew of no matters
constituting a proper subject for action by the shareholders which would be
presented at the Meeting, other than the election of directors. If any other
matters are properly presented at the Meeting, the persons named as proxies will
vote upon them in accordance with their best judgment.
Certain of the officers, directors, and employees of WPSR may solicit
proxies by correspondence, telephone, electronic communications, or in person,
but without extra compensation. WPSR may reimburse banks, brokers, nominees, and
other fiduciaries their reasonable charges and expenses incurred in forwarding
the proxy soliciting material to and receiving proxies from the beneficial
owners.
ANNUAL REPORTS
The Annual Report of WPSR for the year 1997, including financial statements
and the report of independent public accountants, Arthur Andersen LLP (which
firm has been selected to continue to act in that capacity for the year 1998),
is being mailed to shareholders together with this proxy statement. A
representative of Arthur Andersen LLP will be present at the Annual Meeting,
will be available to respond to appropriate questions, and will have an
opportunity to make a statement if such representative desires to do so.
WPSR FILES A SEPARATE ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K. A COPY OF FORM 10-K FOR THE YEAR 1997 (NOT INCLUDING
EXHIBITS THERETO) WILL BE PROVIDED WITHOUT CHARGE TO ANY PERSON WHO IS A RECORD
OR BENEFICIAL HOLDER OF SHARES OF THE COMMON STOCK AS OF THE RECORD DATE FOR
THIS ANNUAL MEETING AND WHO MAKES WRITTEN REQUEST FOR IT, ADDRESSED TO THE
ATTENTION OF FRANCIS J. KICSAR, SECRETARY, 700 NORTH ADAMS STREET, P. O. BOX
19001, GREEN BAY, WISCONSIN 54307-9001.
FUTURE SHAREHOLDER PROPOSALS
Any shareholder proposals intended for consideration at the 1999 Annual
Meeting of Shareholders must be received by WPSR by November 23, 1998.
WPS RESOURCES CORPORATION
[SIGNATURE]
FRANCIS J. KICSAR
SECRETARY
14
<PAGE>
ELECTION OF DIRECTORS:
Richard A. Bemis, Daniel A. Bollom, and Robert C. Gallagher
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
FOR ALL NOMINEES EXCEPT
THOSE WRITTEN IN SPACE AT LEFT / /
WITHHOLD AUTHORITY FOR ALL NOMINEES / /
Please mark one box only in the ELECTION OF DIRECTORS, sign exactly
as your name is printed on this card, date, and RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES.
- ----------------------------------------------
- ----------------------------------------------
Signature(s) of shareholder(s)
Date: ________________________________ , 1998
- -------------------------------------------------------------------------------
TRIANGLE DETACH PROXY CARD HERE TRIANGLE
THE ABOVE FORM IS YOUR PROXY. PLEASE READ BOTH SIDES, VOTE, SIGN EXACTLY AS
YOUR NAME APPEARS, DATE, DETACH AT THE PERFORATION, AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
- -------------------------------------------------------------------------------
WPS RESOURCES CORPORATION
700 North Adams Street, P. O. Box 19001, Green Bay, Wisconsin 54307-9001
March 23, 1998
Dear WPS Resources Corporation Shareholder:
Enclosed for your review is a copy of our 1997 Annual Report. You are cordially
invited to attend the 1998 Annual Shareholders Meeting which will be held at
10:00 a.m., on Thursday, May 7, 1998, at the Weidner Center, University of
Wisconsin - Green Bay, 2420 Nicolet Drive, Green Bay, Wisconsin. An organ
concert will precede the meeting beginning at 9:30 a.m. Directions to the
meeting location are included on the reverse side of this page. Free parking
will be available.
The formal Notice of Annual Meeting of Shareholders and Proxy Statement which
appear in the accompanying booklet provide information concerning matters to
be considered. At the meeting, we will report on the Company's progress,
plans, and prospects, and we will respond to your questions and comments.
We hope for a large attendance either in person or by proxy. Whether you own
many shares or only a few, your presence or your proxy is important in making up
the total number of shares necessary to transact business at the meeting.
IF YOU ARE UNABLE TO ATTEND, PLEASE VOTE, SIGN EXACTLY AS YOUR NAME APPEARS,
DATE, AND PROMPTLY MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE
PROVIDED. IF YOU WILL BE ATTENDING THE MEETING, PLEASE INDICATE YOUR INTENTION
ON THE REVERSE SIDE OF THE PROXY WHERE YOU ALSO MAY INDICATE TOPICS WHICH YOU
WOULD LIKE TO HAVE DISCUSSED AT THE MEETING.
Sincerely,
/s/ Larry L. Weyers
LARRY L. WEYERS
Chairman, President, and
Chief Executive Officer
<PAGE>
PROXY -- WPS RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL SHAREHOLDERS
MEETING TO BE HELD ON MAY 7, 1998
The undersigned hereby appoints Larry L. Weyers and Francis J. Kicsar as
Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side of this form
and, at their discretion, upon such other business as may properly come
before the meeting, all the shares of common stock of WPS Resources
Corporation held of record by the undersigned on March 13, 1998, at the
Annual Meeting of Shareholders to be held on May 7, 1998, at 10:00 a.m., CDT,
or any adjournment thereof:
(This proxy is continued, and is to be signed and dated on the reverse side.)
- -------------------------------------------------------------------------------
Check this box if you plan to attend the Annual Shareholders Meeting. / /
Please indicate in the space below any topics which you believe should be
addressed as part of management's presentation at the Annual Shareholders
Meeting.
- -------------------------------------------------------------------------------
DIRECTIONS TO THE WEIDNER CENTER,
UNIVERSITY OF WISCONSIN - GREEN BAY
RECOMMENDED ROUTES TO
UNIVERSITY OF WISCONSIN - GREEN BAY
THE CITY ROUTE:
54-57 (University Ave.) to the University Ave.
Nicolet Drive exit. Nicolet Drive to
the campus.
THE SCENIC ROUTE:
Monroe-Quincy (57) or Webster Ave.
north from downtown Green Bay to East
Shore Drive, east along the bay to the [MAP]
campus. N. Irwin Ave. or Danz Ave. may also
be taken north to East Shore Drive.
FROM 41 SOUTH, 41-141 NORTH:
I-43 South (Tower Drive) to Exit 185
(54-57), or 172 east to I-43, then north to
Exit 185 (54-57), 54-57 to University Ave.
Nicolet Drive exit, Nicolet Drive to
campus.
FROM AUSTIN-STRAUBEL FIELD:
172 east to I-43, then north to Exit 185
(54-57), 54-57 to University Ave.-Nicolet
Drive exit, Nicolet Drive to campus. [MAP]
FROM I-43 SOUTH:
I-43 North to Exit 185 (54-57), 54-57 to
University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
FROM 29 EAST:
29 West to I-43 North, I-43 to Exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
<PAGE>
ELECTION OF DIRECTORS:
Richard A. Bemis, Daniel A. Bollom, and Robert C. Gallagher
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
FOR ALL NOMINEES EXCEPT
THOSE WRITTEN IN SPACE AT LEFT / /
WITHHOLD AUTHORITY FOR ALL NOMINEES / /
Please mark one box only in the Election of Directors, sign exactly
as your name is printed on this card, date, and Return Promptly in the enclosed
envelope.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES.
_________________________________________________
_________________________________________________
Signature(s) of shareholder(s)
Date: _____________________________, 1998
DETACH PROXY CARD HERE
THE ABOVE FORM IS YOUR PROXY. PLEASE READ BOTH SIDES, VOTE, SIGN EXACTLY AS
YOUR NAME APPEARS, DATE, DETACH AT THE PERFORATION, AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
WPS RESOURCES CORPORATION
700 North Adams Street, P. O. Box 19001, Green Bay, Wisconsin 54307-9001
April 22, 1998
Dear WPS Resources Corporation Shareholder:
We have not received the Proxy form which was mailed to you on March 23, 1998.
Whether your holdings are large or small, we hope that you will be
represented at the Annual Shareholders Meeting to be held on May 7, 1998.
Accordingly, another Proxy is attached above for your use. Please vote, sign
exactly as your name appears, date, detach at the perforation, and return the
Proxy promptly in the enclosed postage-paid envelope. If you have already
returned your Proxy, please disregard this letter.
We encourage shareholders to be represented at the Annual Shareholders
Meeting either in person or by Proxy. Mailing your Proxy does not prevent
your attendance at the meeting.
Sincerely,
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, and
Chief Executive Officer
<PAGE>
PROXY - WPS RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL SHAREHOLDERS
MEETING TO BE HELD ON MAY 7, 1998
The undersigned hereby appoints Larry L. Weyers and Francis J. Kicsar as
Proxies, each with the power to appoint a substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side of this form
and, at their discretion, upon such other business as may properly come
before the meeting, all the shares of common stock of WPS Resources
Corporation held of record by the undersigned on March 13, 1998, at the
Annual Meeting of Shareholders to be held on May 7, 1998, at 10:00 a.m., CDT,
or any adjournment thereof:
(This proxy is continued, and is to be signed and dated on the reverse side.)
-----------------------------------------------------------------------------
Check this box if you plan to attend the Annual Shareholders Meeting. / /
Please indicate in the space below any topics which you believe should be
addressed as part of management's presentation at the Annual Shareholders
Meeting.
- --------------------------------------------------------------------------------
DIRECTIONS TO THE WEIDNER CENTER,
UNIVERSITY OF WISCONSIN - GREEN BAY
RECOMMENDED ROUTES TO
UNIVERSITY OF WISCONSIN - GREEN BAY
THE CITY ROUTE:
54-57 (University Ave.) to the University Ave.
Nicolet Drive exit. Nicolet Drive to
the campus.
THE SCENIC ROUTE:
Monroe-Quincy (57) or Webster Ave.
north from downtown Green Bay to East
Shore Drive, east along the bay to the [MAP]
campus. N. Irwin Ave. or Danz Ave. may also
be taken north to East Shore Drive.
FROM 41 SOUTH, 41-141 NORTH:
I-43 South (Tower Drive) to Exit 185
(54-57), or 172 east to I-43, then north to
Exit 185 (54-57), 54-57 to University Ave.-
Nicolet Drive exit, Nicolet Drive to
campus.
FROM AUSTIN-STRAUBEL FIELD:
172 east to I-43, then north to Exit 185
(54-57), 54-57 to University Ave.-Nicolet
Drive exit, Nicolet Drive to campus. [MAP]
FROM I-43 SOUTH:
I-43 North to Exit 185 (54-57), 54-57 to
University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
FROM 29 EAST:
29 West to I-43 North, I-43 to Exit 185 (54-57),
54-57 to University Ave.-Nicolet Drive exit,
Nicolet Drive to campus.
