SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WPSR Capital Trust I
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(Exact name of registrant as specified in its charter)
Delaware 39-6691804
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
c/o WPS Resources Corporation
700 North Adams Street, Green Bay, Wisconsin 54307-9001
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(Address of principal executive offices) (Zip Code)
WPS Resources Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1775292
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(State of Incorporation (IRS Employer
or organization) Identification No.)
700 North Adams Street, Green Bay, Wisconsin 54307-9001
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
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WPSR Capital Trust I The New York Stock Exchange, Inc.
7.00% Trust Preferred Securities (and
the Guarantee with respect thereto)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. /X/
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. / /
Securities Act registration statement file number to which this form
relates:
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
N/A
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
DESCRIPTION OF SECURITIES
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
The securities to be registered hereby are 2,000,000 7.00% Trust Preferred
Securities (the "Trust Preferred Securities"), of WPSR Capital Trust I, a
Delaware business trust. The Trust Preferred Securities represent preferred
undivided beneficial interests in the assets of WPSR Capital Trust I and are
guaranteed by WPS Resources Corporation, a Wisconsin corporation, to the
extent set forth in the form of the Trust Preferred Securities Guarantee by
WPS Resources Corporation to State Street Bank and Trust Company, as Guarantee
Trustee (the "Guarantee"). The Trust Preferred Securities Guarantee is
included as Exhibit 4.7, to the Registration Statement on Form S-3 (the
"Registration Statement") of WPS Resources Corporation and WPSR Capital Trust
I (Registration Nos. 333-56737 and 333-56737-01) filed with the Securities and
Exchange Commission on June 12, 1998. The particular terms of the Trust
Preferred Securities and the Trust Preferred Securities Guarantee are
described in the Prospectus which forms a part of the Registration Statement.
The Prospectus and the form of Trust Preferred Securities Guarantee are
incorporated by reference herein as set forth in Item 2 below.
EXHIBITS SCHEDULE
ITEM 2. EXHIBITS
The Trust Preferred Securities described herein are to be registered on the
New York Stock Exchange, on which no other securities of WPSR Capital Trust I
are registered. Accordingly, the following Exhibits required in accordance
with Part II to the Instructions as to Exhibits to Form 8-A have been duly
filed with the New York Stock Exchange. Each Exhibit was previously filed as
indicated with the Securities and Exchange Commission and is incorporated
herein by reference.
EXHIBIT
NUMBER
1. The Prospectus pertaining to the offer and sale of the Trust Preferred
Securities
4.1 Certificate of Trust for WPSR Capital Trust I
4.3 Form of Amended and Restated Declaration of Trust for WPSR Capital
Trust I
4.4 Form of Indenture between WPSR Resources Corporation and State Street
Bank and Trust Company, as Trustee
4.5 Form of Supplemental Indenture to be used in connection with the
issuance of the Junior Subordinated Deferrable Interest Debentures
4.6 Form of Trust Preferred Security (included in 4.3)
4.7 Form of Trust Preferred Securities Guarantee with respect to the Trust
Preferred Securities
4.8 Form of Junior Subordinated Deferrable Interest Debenture (included in
4.5)
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EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
1. Filed as part of the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.1 Filed as Exhibit 4.1 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.3 Filed as Exhibit 4.3 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.4 Filed as Exhibit 4.4 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.5 Filed as Exhibit 4.5 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.6 Filed as Exhibit 4.6 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.7 Filed as Exhibit 4.7 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
4.8 Filed as Exhibit 4.8 to the Registration Statement of
WPS Resources Corporation and WPSR Capital Trust I (Reg.
Nos. 333-56737 and 333-56737-01).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, each of the Registrants has caused this registration statement to be
signed on its behalf by the undersigned thereto duly authorized.
WPSR CAPITAL TRUST I
Date: July 27, 1998
By: WPS Resources Corporation as Sponsor
By: /s/ Ralph G. Baeten
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Name: Ralph G. Baeten
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Title: Treasurer
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WPS RESOURCES CORPORATION
Date: July 27, 1998
By: /s/ Ralph G. Baeten
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Name: Ralph G. Baeten
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Title: Treasurer
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