Reg. No. 33-61991
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WPS Resources Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1775292
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 North Adams Street
P. O. Box 19001
Green Bay, WI 54307-9001
920-433-1466
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(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
LARRY L. WEYERS, Chairman, MICHAEL S. NOLAN
President, and Chief Executive Officer Foley & Lardner
WPS Resources Corporation 777 East Wisconsin Avenue
700 North Adams Street, P.O. Box 19001 Milwaukee, WI 53202
Green Bay, WI 54307-9001 Telephone Number: 414-289-3608
Telephone Number: 920-433-1466
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At
such time after the effective date of this registration statement, as the
registrant shall determine in light of market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. /__/
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following
box. /__/
___________
The Registrant hereby amends Registration Statement Reg. No.
33-61991 and the Prospectus contained therein to read as set forth
herein.
The Prospectus contained in this Registration Statement is
a combined Prospectus pursuant to Rule 429 and relates to Registration
No. 33-47172.
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LOGO
WPS RESOURCES CORPORATION
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STOCK INVESTMENT PLAN
PROSPECTUS
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COMMON STOCK
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The Date of this Prospectus is
July ___, 1998
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WPS RESOURCES CORPORATION
STOCK INVESTMENT PLAN
The accompanying prospectus describes our Stock Investment Plan. The Plan
provides you with a simple and convenient method of purchasing additional
shares of common stock without incurring any brokerage commissions or service
charges. Please review the Prospectus carefully and retain it for future
reference.
Participants in the Plan have three alternatives:
- FULL DIVIDEND REINVESTMENT. All cash dividends on common shares held
now and hereafter by a Participant will be reinvested by purchasing additional
common stock at market price. Optional cash payments of not less than $25 nor
more than $100,000 per calendar year may also be invested at market price.
- PARTIAL DIVIDEND REINVESTMENT. Less than all cash dividends on
common shares held by a Participant will be reinvested by purchasing
additional common stock at market price. Optional cash payments of not less
than $25 nor more than $100,000 per calendar year may also be invested at
market price.
- OPTIONAL CASH PAYMENTS ONLY. While continuing to receive cash
dividends, a Participant may invest by making optional cash payments of not
less than $25 nor more than $100,000 per calendar year. Optional cash
payments will be invested at market price.
If you are not currently participating in the Plan and wish to do so,
please complete an Authorization Form. Beneficial owners whose shares are
registered in a name other than their own (e.g., in the name of a broker or
bank nominee) may participate in the Plan by becoming a shareholder of record
by having such shares transferred into their own name, or specifically
authorizing and directing their nominee to participate for their account.
If you have any questions about the Plan, refer to the back cover of this
booklet for information on contacting the Shareholder Services Department.
<PAGE>
CONTENTS
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . 2
PURPOSES, ADVANTAGES AND DISADVANTAGES
OF PLAN, AND ELIGIBILITY
1. What are the purposes of the Plan?. . . . . . . . . . . . . 2
2. What are advantages of the Plan?. . . . . . . . . . . . . . 3
3. Are there disadvantages to investing
under the Plan? . . . . . . . . . . . . . . . . . . . . . 3
4. Who is eligible to participate in the Plan? . . . . . . . . 4
ADMINISTRATION AND AGENT
5. Who administers the Plan? . . . . . . . . . . . . . . . . . 4
PROCEDURE FOR JOINING - AUTHORIZATION FORM
6. How and when may an eligible person join
the Plan? . . . . . . . . . . . . . . . . . . . . . . . . 5
7. What does the Authorization Form provide? . . . . . . . . . 6
8. How do you become a Participant under the
Plan if you are not a WPSR shareholder
or an employee of WPSR or its subsidiaries? . . . . . . . 7
9. How are optional cash payments made?. . . . . . . . . . . . 8
SOURCE OF SHARES - PURCHASE PRICES - INVESTMENT PERIODS
10. What is the source of shares purchased
under the Plan? . . . . . . . . . . . . . . . . . . . . . 9
11. What is the price of shares under the Plan? . . . . . . . . 9
12. When will funds be invested under the Plan? . . . . . . . .10
13. How many shares will be purchased for a
Participant during each investment period?. . . . . . . .10
14. Are any fees or expenses incurred by
Participants? . . . . . . . . . . . . . . . . . . . . . .10
15. Can a Participant withdraw or sell shares
in his or her Plan account without
terminating participation in the Plan?. . . . . . . . . .11
16. How and when may a Participant terminate
participation in the Plan?. . . . . . . . . . . . . . . .12
17. When may an eligible person rejoin the Plan?. . . . . . . .13
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CERTIFICATES FOR SHARES - ACCOUNTS - REPORTS
18. Will certificates be delivered to
Participants for shares purchased?. . . . . . . . . . . .13
19. In whose name will accounts be maintained
and in whose name will certificates be
registered when issued? . . . . . . . . . . . . . . . . .13
20. May a Participant transfer shares of common
stock of WPSR registered in his or her name
into a Plan account for safekeeping?. . . . . . . . . . .14
21. What reports and other information will be
sent to Participants? . . . . . . . . . . . . . . . . . .15
OTHER INFORMATION
22. What happens if WPSR issues a stock dividend,
declares a stock split, or has a rights
offering? . . . . . . . . . . . . . . . . . . . . . . . .15
23. How will a Participant's shares be voted at
meetings of shareholders? . . . . . . . . . . . . . . . .16
24. What is the responsibility of WPSR under
the Plan? . . . . . . . . . . . . . . . . . . . . . . . .16
25. Who interprets and regulates the Plan?. . . . . . . . . . .16
26. May the Plan be suspended, modified, or
terminated? . . . . . . . . . . . . . . . . . . . . . . .16
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . .17
SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . .19
DESCRIPTION OF COMMON STOCK
General . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Dividend and Liquidation Rights . . . . . . . . . . . . . . . .20
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . .20
Certain Statutory and Other Provisions. . . . . . . . . . . . .21
Pre-emptive Rights. . . . . . . . . . . . . . . . . . . . . . .23
Conversion Rights, Redemption Provisions, and
Sinking Fund Provisions . . . . . . . . . . . . . . . . . . .23
Liability to Further Calls or to Assessment . . . . . . . . . .23
Transfer Agents and Registrar . . . . . . . . . . . . . . . . .24
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . .24
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . .25
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . .25
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . .26
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
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PROSPECTUS
1,000,000 Shares
WPS RESOURCES CORPORATION
STOCK INVESTMENT PLAN
COMMON STOCK
($1 PAR VALUE)
With this Prospectus, WPS Resources Corporation ("WPSR") offers an
opportunity to purchase Common Stock, $1 par value ("Common Stock"), of WPSR
under WPSR's Stock Investment Plan (the "Plan"). Participation in the Plan is
open to (1) shareholders of record of WPSR's Common Stock, (2) employees of
WPSR or one of its majority-owned subsidiaries who receive compensation (other
than a pension, retirement allowance, retainer, or fee under contract) for
services rendered to WPSR (collectively, the "Participants"), and (3) members
of the general public who desire to become Participants. Participants holding
stock in WPSR may use their quarterly Common Stock dividends to purchase
Common Stock. In addition, all Participants have the option of making
supplemental cash payments of not less than $25 per payment subject to a
maximum of $100,000 per calendar year to purchase additional shares of WPSR's
Common Stock and to have the dividends on such stock reinvested under the Plan
(see "Description of Common Stock" on page 19).
The price of each share of WPSR's Common Stock purchased under the Plan
will be 100% of market value, determined as provided in the Plan.
Participants do not pay any brokerage fee or commission when they purchase
shares under the Plan. WPSR bears the cost of administering the Plan.
To the extent required by applicable law in certain states, shares of
Common Stock offered under the Plan to certain persons in those states are
offered only through Firstar Trust Company, Milwaukee, WI, or a registered
broker/dealer in such states.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July __, 1998.
<PAGE>
THE COMPANY
WPSR is a holding company whose primary subsidiary, Wisconsin Public
Service Corporation ("WPSC"), is a regulated utility engaged in the
production, transmission, distribution, and sale of electricity and in the
purchase, distribution, and sale of gas in northeastern and central Wisconsin
and a portion of Upper Michigan. WPSC was incorporated under the laws of the
State of Wisconsin in 1883. Its executive offices are located at 700 North
Adams Street, Green Bay, WI 54301. Its telephone number is 920-433-1598.
USE OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied by (1) the
purchase of new shares of Common Stock issued by WPSR, (2) the purchase of
shares of Common Stock held in WPSR's treasury, or (3) the purchase of shares
of Common Stock in the open market, the number of shares of Common Stock, if
any, that WPSR ultimately will sell under WPSR's Stock Investment Plan is not
known. If newly issued or treasury shares of Common Stock are purchased under
the Plan, the proceeds from such sales will be used for general corporate
purposes, including, without limitation, the redemption, repayment or
retirement of outstanding indebtedness of WPSR or the advance or contribution
of funds to one or more of WPSR's subsidiaries to be used for their general
corporate purposes, including, without limitation, the redemption, repayment,
or retirement of indebtedness or preferred stock of one or more of such
subsidiaries. WPSR will not receive any proceeds when shares of Common Stock
are purchased under the Plan in the open market.
PURPOSES, ADVANTAGES AND DISADVANTAGES OF PLAN, AND ELIGIBILITY
1. WHAT ARE THE PURPOSES OF THE PLAN?
The purposes of the Plan are twofold. First, it provides WPSR
shareholders, employees of WPSR and its subsidiaries, and potential investors
in WPSR with a convenient and economical method of investing cash dividends
and/or optional cash payments in shares of WPSR's Common Stock. Second, the
Plan provides WPSR with the ability to sell its authorized but unissued shares
of Common Stock (or treasury shares, if any) to Plan Participants
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which will provide additional equity funds to WPSR for its general corporate
purposes.
2. WHAT ARE ADVANTAGES OF THE PLAN?
The advantages of the Plan include the following:
a. Participants and initial investors do not pay brokerage commissions,
fees, or service charges in connection with purchases of shares under the Plan
or for participating in the Plan.
b. Shares purchased under the Plan are held in the name of Firstar Trust
Company, which is acting as custodian for shares acquired pursuant to the Plan
(the "Custodian") or any successor custodian, or a nominee for the Custodian
or the Participants under the Plan, and credited to a separate account for
each Participant. This relieves Participants of the responsibility for the
safekeeping of multiple certificates for shares purchased and it protects
Participants against loss, theft, or destruction of stock certificates.
c. A statement of the Participant's Plan account is furnished after each
transaction (i.e., purchase, sale, withdrawal, or transfer of shares), thereby
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providing a simplified method of recordkeeping.
d. Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to a
Participant's account. Participants are credited with dividends on full and
fractional shares held under the Plan.
3. ARE THERE DISADVANTAGES TO INVESTING UNDER THE PLAN?
Disadvantages of the Plan include the following:
a. A Participant or initial investor has no control over the price, and,
in the case of Common Stock of WPSR purchased or sold in the open market, the
time at which such shares are purchased or sold for his or her account.
Participants bear the market risk associated with fluctuations in the price of
WPSR's Common Stock pending the execution of a purchase or sale of shares for
the Participant's account.
b. No interest will be paid on funds held for a Participant pending
investment under the Plan.
c. Optional and initial cash investments must be received by WPSR no
later than the 18th day of any month to be invested during the Investment
Period in that month (which normally commences on the 20th day of the month or
as soon thereafter as
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<PAGE>
practicable). Otherwise, the investment may be held by the Independent Agent
for the Plan or in an escrowed account for Participants under the Plan and
invested during the Investment Period in the immediately succeeding month.
Optional and initial cash not invested in shares within 35 days after receipt
will be promptly returned to Participants.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity, whether or not a record holder of WPSR's Common
Stock or a shareholder of WPSR or of a subsidiary of WPSR, is eligible to
participate in the Plan, provided that (1) such person or entity fulfills the
prerequisites for participation described under Question 6 below and (2) in
the case of citizens or residents of a country other than the United States,
its territories and possessions, participation would not violate local laws
applicable to WPSR, the Plan, or such person.
If a person owns shares which are registered in someone else's name,
such as in the name of a broker, nominee, or trustee, and desires to
participate in the Plan, participation can be accomplished by either (1)
transferring those shares of Common Stock which they wish to be subject to the
Plan into his or her own name or (2) requesting the broker, nominee, or
trustee to participate in the Plan on his or her behalf. The ability of a
person to make optional investments under the Plan through a broker, nominee,
or trustee, however, may be limited depending upon the amount of optional
investments made by the record holder for its own account or the account of
other investors. Optional investments are limited to $100,000 per calendar
year for each person directly participating in the Plan.
ADMINISTRATION AND AGENT
5. WHO ADMINISTERS THE PLAN?
WPSR will administer the Plan. Inquiries and other communications
relating to the Plan should be mailed to the following address:
WPS Resources Corporation
Shareholder Services Department
P. O. Box 19001
Green Bay, WI 54307-9001
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Persons who wish to communicate by telephone with WPSR concerning the
Plan may do so by calling one of the following shareholder information
numbers:
Local Calls (Green Bay area) 920-433-1050
Outside Green Bay Area (toll-free) 800-236-1551
Persons who wish to communicate by Internet with WPSR concerning the
Plan may do so using E-mail. The address is [email protected]. A Stock
Investment Plan Prospectus can be ordered using the Internet at
http://www.wpsr.com under Financial Information.
An independent securities broker-dealer registered under the Securities
Exchange Act of 1934 (the "Independent Agent") that is an "agent" independent
of the issuer, as that term is defined in the rules of the Commission under
the Exchange Act, will purchase shares of Common Stock as the agent for the
Participants in the Plan. Cash dividends and optional cash payments which are
to be invested under the Plan will be paid or delivered by WPSR to an escrowed
account maintained with a bank or as directed by the Independent Agent,
promptly following receipt thereof by WPSR and on or following the next
Investment Period applied by the Independent Agent to the purchase of Common
Stock of WPSR.
Neither WPSR nor its employees or agents, however, will provide
investment advice with respect to participation in the Plan.
PROCEDURE FOR JOINING - AUTHORIZATION FORM
6. HOW AND WHEN MAY AN ELIGIBLE PERSON JOIN THE PLAN?
Any person may join the Plan at any time by completing and signing an
Authorization Form. Authorization Forms will be provided at any time upon
request to WPSR in writing, by telephone, by E-mail or by ordering a Stock
Investment Plan Prospectus on the Internet.
A person will become a Participant after a properly completed
Authorization Form, together with an initial investment of not less than $100,
has been received and accepted by WPSR.
If a shareholder authorizes the reinvestment of dividends, dividends
will be reinvested beginning with the first dividend paid after the next
record date for
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Common Stock following receipt of the Authorization Form. Common Stock record
dates are normally the last business day of February, May, August, and
November.
An optional cash payment received on or before the 18th day of any month
with or after receipt of an Authorization Form will be invested under the Plan
during the next Investment Period following receipt of the payment.
Investment Periods normally commence on the 20th day of each month and
continue until the Independent Agent is able to complete all purchases of
Common Stock required to be made under the Plan for that month. An optional
cash payment received after the 18th day of any month will generally be
invested during the Investment Period in the next succeeding month.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form authorizes WPSR to enroll a person in the Plan,
to apply the initial investment, if any, dividends, or optional cash payments,
if any, to be reinvested in accordance with the Plan and to hold shares of
Common Stock for that person pursuant to the Plan. The Authorization Form
also authorizes the Independent Agent to purchase shares of Common Stock for
that person pursuant to the Plan. The person furnishing the Authorization
Form must indicate how he or she wishes to participate in the Plan. The
following options are available:
a. Full Dividend Reinvestment and Optional Cash Payments. Dividends
are reinvested on all shares of stock registered in a Participant's name and
on all shares which are subsequently acquired. Dividends on all shares held
in the Participant's Plan account are also reinvested and the Participant is
eligible to, but is not required to, make optional cash payments (see the
answer to Question 9).
b. Partial Dividend Reinvestment and Optional Cash Payments. Cash
dividends continue to be remitted to the Participant on the number of shares
specified by the Participant on the Authorization Form. Dividends on all
other shares, whether held in the Participant's Plan account or registered in
his or her name, are reinvested. The Participant is eligible to, but is not
required to, make optional cash payments.
c. Optional Cash Payments Only. Cash dividends continue to be remitted
to the Participant
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on shares registered in his or her name and on shares held in the
Participant's Plan account. Any optional cash payments received will be
used to purchase additional shares of Common Stock under the Plan.
As described above, any eligible person who has submitted a signed
Authorization Form may make optional cash payments regardless of which box is
checked on the Form.
A Participant who wishes to change his or her chosen method of
participation in the Plan must file a new Authorization Form with WPSR.
The amount of dividends reinvested will be reduced by any amount which
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is required to be withheld under an applicable tax or other statute.
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8. HOW DO YOU BECOME A PARTICIPANT UNDER THE PLAN IF YOU ARE NOT A WPSR
SHAREHOLDER OR AN EMPLOYEE OF WPSR OR ITS SUBSIDIARIES?
An eligible investor who is not registered or a record holder of WPSR's
Common Stock must include a minimum initial cash investment of at least $100
in United States dollars with his or her completed Authorization Form. The
initial investment may be made by personal check or money order payable to WPS
Resources Corporation Stock Investment Plan. Do not send cash. An initial
cash investment may not exceed $100,000. Interest will not be paid on funds
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held under the Plan pending investment. Accordingly, interested investors
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should transmit funds so that they reach WPSR on or immediately preceding the
18th day of a month. An investor may stop the investment of an initial
payment (and receive a refund of such amount) by notifying WPSR in writing,
provided that the written communication is received by WPSR not later than the
18th day of the month in which the initial cash investment is made if the
payment is made prior to the 18th day of the month or not later than the 18th
day of the immediately following month if the payment is made on or after the
18th day of the month. No refund of a check or money order will be made until
the funds from the instruments have been collected by WPSR.
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9. HOW ARE OPTIONAL CASH PAYMENTS MADE?
All Participants
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An optional cash payment, which must be in United States dollars, may be
made by anyone who has joined the Plan, by mailing or delivering to WPSR a
check or a money order payable to WPS Resources Corporation. A remittance
form should accompany each payment; however, the first optional cash payment
may be forwarded without the remittance form. No interest will be paid on
optional cash payments. Therefore, it is recommended that optional cash
payments be made in a manner so as to reach WPSR just a few days prior to the
18th day of any month.
The same amount of money does not need to be sent in each payment, and
there is no obligation to make optional cash payments on a regular basis. An
optional cash payment must be at least $25. Optional cash payments by a
Participant, including the initial cash investment, may not exceed $100,000 in
any calendar year. Payments of less than $25, and all amounts in excess of
the $100,000 cumulative annual limitation will be returned to the Participant.
A Participant may stop the investment of an optional cash payment (and
receive a refund of such amount) without withdrawing from the Plan by
notifying WPSR in writing, provided that the written communication is received
by WPSR not later than the 18th day of any month. No refund of an optional
cash payment will be made until such funds have actually been collected by
WPSR.
Employee Participants
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Employees may also participate in the Plan by means of payroll
withholding. Payroll withholding is initiated by submitting a signed Payroll
Withholding Form and an Authorization Form to the Shareholder Services
Department.
Payroll withholding forms will be processed promptly so that the payroll
deduction begins as soon as possible. WPSR will withhold the amount
authorized from the employee's paycheck(s). The monthly amount must not be
less than $25. All amounts withheld from an employee's paychecks will be
invested during the next Investment Period. No interest will be paid on funds
pending investment.
An employee may change or discontinue payroll withholding by submitting
a new signed Payroll
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<PAGE>
Withholding Form indicating the change desired. A new withholding form will
not affect the authorization to invest amounts previously withheld.
SOURCE OF SHARES - PURCHASE PRICES - INVESTMENT PERIODS
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased under the Plan will be either newly
issued shares or shares held in the treasury of WPSR or, at WPSR's option, can
be shares purchased in the open market by the Independent Agent selected by
WPSR. The primary consideration in determining the source of shares of Common
Stock to be used for purchases under the Plan is expected to be WPSR's desire
or need to increase equity capital. If WPSR does not desire or need to raise
equity funds externally, shares of Common Stock purchased for Plan
Participants will be purchased in the open market by the Independent Agent.
WPSR will not change its determination regarding the shares (i.e., from WPSR
----
or in the open market) more than once in any calendar quarter. WPSR will not
exercise its right to change the source of purchases of shares of Common Stock
without a determination by WPSR's Board of Directors or Chief Financial
Officer that WPSR's need to raise additional capital has changed or that there
is another valid reason for the change.
11. WHAT IS THE PRICE OF SHARES UNDER THE PLAN?
The price of shares issued by WPSR (or treasury shares) for a
Participant pursuant to the Plan will be the average of the high and low
prices of WPSR's Common Stock as reported as New York Stock Exchange composite
transactions on the first day of the Investment Period in which the shares are
issued (or if WPSR's Common Stock is not traded on the Exchange on that date,
on the next day on which it is traded).
The price of Common Stock purchased on the open market with respect to
an Investment Period will be the weighted average price of all shares
purchased by the Independent Agent with respect to the Investment Period. Any
fraction of a cent will be rounded to the nearest cent. WPSR will pay all
brokerage commissions and other fees in connection
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with the purchase of shares for the Plan. The prices determined as described
above apply to purchases with reinvested dividends and with initial or
optional cash payments.
12. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
Funds received on or before the 18th day of the month will be invested
during the Investment Period in that month. Funds received after the 18th day
of a month will generally be invested during the Investment Period in the
following month. The Independent Agent may begin making such open market
purchases prior to the applicable Investment Period. The Independent Agent
will use its best efforts to apply all initial and optional cash payments to
the purchase of Common Stock within 35 days of receipt of the funds by WPSR
and will use its best efforts to invest all dividends for the purchases within
30 days of the dividend payment date, subject to any applicable requirements
of federal securities laws relating to the timing and manner of purchases of
Common Stock under the Plan. Any dividends not used within 30 days of their
payment to buy shares of Common Stock of WPSR shall be returned to
Participants and any other funds not used within 35 days of receipt to buy
such shares shall be returned to the Participant from whom such funds were
received.
13. HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT DURING EACH
INVESTMENT PERIOD?
The number of shares, including fractional shares, purchased will depend
on the amount of cash dividends and the amount of cash payments, if any, to be
invested during the Investment Period and on the price of the shares
determined as provided in the answer to Question 11. A Plan Participant may
not direct the purchase of a specific number of shares for his or her Plan
account.
14. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS?
There are no brokerage commissions, fees, or service charges for the
purchase of shares under the Plan or for participating in the Plan. Certain
charges may be incurred if a Participant requests that his or her shares be
sold through the Plan. (See the answers to Questions 15 and 16.)
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15. CAN A PARTICIPANT WITHDRAW OR SELL SHARES IN HIS OR HER PLAN ACCOUNT
WITHOUT TERMINATING PARTICIPATION IN THE PLAN?
A Participant may at any time direct WPSR to issue certificates or sell
any number of shares held in his or her Plan account by furnishing a written
request to WPSR as follows:
To Receive Certificates for Shares:
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The written request must indicate the number of shares to be
certificated from the Participant's Plan account. The request must be signed
by all registered owners. The signatures need not be guaranteed.
The certificates for shares withdrawn will be registered in the
Participant's name exactly as shown on the account registration. The
certificates can, upon request, be registered otherwise. Any such request
must be signed by the Participants and their signatures guaranteed by an
entity participating in the Securities Transfer Agents Medallion Program.
Certificates for shares withdrawn will be issued to the Participant
without charge. Certificates for fractions of shares will not be issued under
any circumstances.
If you participate in the Plan under the Full Dividend Reinvestment
option, dividends on any shares you withdraw from the Plan in certificated
form will continue to be reinvested. If you participate in the Plan under the
Partial Dividend Reinvestment option, you will continue to have dividends
remitted on the number of shares indicated on your Authorization Form. If you
participate in the Plan under the Optional Cash Payment Only option, dividends
on the shares you withdraw from the Plan in certificated form will be paid to
you in cash.
To Sell Shares:
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The written request must indicate the number of shares to be sold from
the Participant's Plan account and must bear the signature(s) of the
Participant(s).
When shares requested to be sold by Participants are sold on the open
market, WPSR will accumulate sale requests from Participants and, at least
once every ten business days, will submit a sale request to the Independent
Agent on behalf of Participants. The proceeds of the sale, less brokerage
commission, will be remitted to the Participant. Brokerage commissions will
be
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calculated based on the average commission per share for the accumulated group
sale at a rate negotiated by WPSR with the Independent Agent.
Any shares requested to be sold by a Participant may, at the option of
the Independent Agent, be purchased on behalf of the Plan with any available
funds being invested under the Plan. If purchased with Plan funds, the
purchase price will be the average of the high and low prices of WPSR's Common
Stock as reported as New York Stock Exchange composite transactions on the
date the request for such sale is received by WPSR (or, if WPSR's Common Stock
is not traded on the Exchange on that date, on the next day on which it is
traded). The proceeds of such sales will be remitted to the selling
Participants. No brokerage commissions will be paid by the selling
Participants or by the Participants in the Plan in such cases. Officers and
directors of WPSR or its wholly-owned subsidiaries will not be permitted to
sell shares in this manner.
16. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate participation in the Plan at any time by
notifying WPSR in writing. The Participant's notification should include
instructions as to whether the shares should be withdrawn from the Plan and
issued in certificated form or sold through the Plan. Whole shares will be
withdrawn in certificated form or sold as described in the answer to
Question 15, under To Sell Shares. When an account is terminated, a cash
payment is made for any fractional shares remaining in the account. A
fractional share will not be issued in certificated form, but will be grouped
with other fractional shares and sold using the procedure for sale of whole
shares described in the answer to Question 15, under To Sell Shares.
If a Participant's request to terminate Plan participation is received
by WPSR on or before the 10th day of any month, any cash dividend and any
optional cash payments which would otherwise have been invested during the
next investment period will be paid to the Participant. If a Participant's
request to terminate Plan participation is received by WPSR after the 10th day
of any month, any cash dividend
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and any optional cash payments scheduled to be invested will be invested. All
future dividends will be paid to the Participant.
WPSR may terminate a Participant's participation in the Plan after
mailing a Notice of Intention to Terminate to the Participant at the address
which appears on WPSR's records.
17. WHEN MAY AN ELIGIBLE PERSON REJOIN THE PLAN?
Generally, an eligible person may again become a Participant at any
time. However, WPSR reserves the right to reject any Authorization Form from
a previous Participant on the grounds of excessive joining and termination.
Such reservation is intended to minimize administrative expenses and to
encourage use of the Plan as a long-term investment service.
CERTIFICATES FOR SHARES - ACCOUNTS - REPORTS
18. WILL CERTIFICATES BE DELIVERED TO PARTICIPANTS FOR SHARES PURCHASED?
Certificates for shares purchased under the Plan will not automatically
be delivered to Participants. The shares purchased for a Participant will be
credited to the Participant's Plan account and shown on the Participant's
statement of account. However, if a Participant wishes to obtain certificates
for any number of whole shares credited to his or her account without
withdrawing from the Plan, the Participant may do so in the manner described
in the answer to Question 15, under To Receive Certificates for Shares.
19. IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND IN WHOSE NAME WILL
CERTIFICATES BE REGISTERED WHEN ISSUED?
A Participant's Plan account will be maintained in the name or names
which appear on WPSR's shareholder records.
In the case of an employee who participates in the Plan only by making
optional cash payments (including payroll withholding), the Plan account will
be maintained in the employee's name as shown on payroll records.
Certificates for shares, when issued to a Participant, will be
registered in the name or names in which the account is maintained.
Certificates may be issued in such other name(s) as the Participant may
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request as described in the answer to Question 15, under To Receive
Certificates for Shares.
20. MAY A PARTICIPANT TRANSFER SHARES OF COMMON STOCK OF WPSR REGISTERED IN
HIS OR HER NAME INTO A PLAN ACCOUNT FOR SAFEKEEPING?
To provide for safekeeping, a Participant may transfer shares of Common
Stock of WPSR registered in his or her name into his or her Plan account.
Certificates for such shares should be forwarded to WPS Resources Corporation,
Shareholder Services Department, 700 North Adams Street, P. O. Box 19001,
Green Bay, WI 54307-9001, with a letter instructing WPSR to transfer the
shares to the Participant's Plan account. Such certificates should not be
endorsed.
It is recommended that any such certificates mailed to WPSR be sent by
registered mail and insured. WPSR reserves the right to limit the number of
shares which may be held for safekeeping and set minimum time periods for
retention of such shares under the Plan. Additional shares deposited under
the Plan may be sold or withdrawn as described under Question 15.
WPSR may also issue shares of its Common Stock from time to time to
Firstar Trust Company as custodian for the holders of such shares and
establish safekeeping accounts under the Plan for such shareholders
irrespective of whether such shareholders are Participants under the Plan.
The shares of WPSR Common Stock deposited for safekeeping will be
transferred to Firstar Trust Company as custodian for Participants and other
shareholders and credited to the Participant's Plan account or a safekeeping
account established for a shareholder who is not a Plan Participant.
Thereafter, such shares of Common Stock will be treated in the same manner as
shares of Common Stock purchased under the Plan and credited to Participants'
accounts. Cash dividends paid on shares of Common Stock credited to a
Participant's account that were deposited into the Plan for safekeeping will
be paid to the Participant or reinvested in shares of Common Stock in
accordance with the Participant's reinvestment election designated on his or
her Authorization Form. Cash dividends paid on shares of Common Stock
credited to an account for a shareholder who is not a
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Participant under the Plan will be paid directly to such shareholder.
21. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO PARTICIPANTS?
Each Participant will receive a Plan statement of account following each
transaction with respect to shares for his or her Plan account. A final
statement with respect to each calendar year will be furnished on or before
January 31 of the following year and will show (separately for shares
purchased for the account of the Participant with reinvested dividends and
with optional cash payments) the number of shares purchased during the
calendar year, the number of shares purchased during each Investment Period
and the purchase price of the shares purchased during each Investment Period.
The statements provide a continuous record of transactions and should be
retained for income tax purposes (see "Federal Income Tax Consequences" on
page 17). Each Participant will also receive copies of any amendments to the
Prospectus relating to the Plan and will receive the same communications as
any other shareholder, including annual reports, notices of annual meetings,
and proxy statements.
OTHER INFORMATION
22. WHAT HAPPENS IF WPSR ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT, OR
HAS A RIGHTS OFFERING?
Any shares distributed by WPSR as a stock dividend on shares (including
fractional shares) credited to a Participant's account under the Plan, or upon
any split of such shares, will be credited to the Participant's account.
Stock dividends or splits distributed on all other shares held by the
Participant and registered in the Participant's own name will be mailed
directly to the Participant. In a rights offering, entitlement will be based
upon the Participant's total holdings, including those credited to the
Participant's account under the Plan. Rights applicable to shares credited to
the Participant's account under the Plan will be sold by WPSR or the
Independent Agent and the proceeds will be credited to the Participant's
account under the Plan and applied to the purchase of shares during the next
Investment Period.
Any Participant who wishes to exercise, transfer, or sell the rights
applicable to the shares credited to
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his or her account under the Plan must request, prior to the record date
for the issuance of any such rights, that the whole shares credited to
the account be transferred from the account and registered in his or her
name.
23. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
Plan shares will be voted in accordance with the proxy which will be
furnished to the Participant. If a Participant desires to vote the shares
credited to his or her Plan account in person at a meeting of shareholders, a
proxy for such shares may be obtained upon written request received by WPSR at
or prior to the meeting. If a Participant does not direct WPSR as to how
shares credited to his or her Plan account are to be voted by returning a
signed proxy card, such shares will not be voted.
24. WHAT IS THE RESPONSIBILITY OF WPSR UNDER THE PLAN?
In administering the Plan, neither WPSR, the Independent Agent, nor any
agent of either of them will be liable for any act done in good faith, or for
any omission to act in good faith, including without limitation, any claim of
liability arising out of failure to terminate the Participant's account upon
such Participant's death prior to the receipt of notice in writing of such
death. The foregoing provision, however, does not extend to liability
resulting from any violation of the federal securities laws.
Participants should recognize that neither WPSR nor the Independent
Agent can assure them of a profit or protect them against a loss on shares
purchased by them under the Plan.
25. WHO INTERPRETS AND REGULATES THE PLAN?
WPSR reserves the right to interpret and regulate the Plan.
26. MAY THE PLAN BE SUSPENDED, MODIFIED, OR TERMINATED?
WPSR reserves the right to suspend, modify, or terminate the Plan at any
time. Any suspension, modification, or termination of the Plan will be
announced by WPSR to all Participants. In the event of termination of the
Plan by WPSR, certificates for whole shares credited to a Participant's
account under the Plan will be delivered to the Participant by WPSR. A cash
payment will be made for any fractional share based on the average of the high
and
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low prices of WPSR's Common Stock reported as New York Stock Exchange
composite transactions on the next day on which the Common Stock is traded on
the Exchange following the date of termination of the Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion sets forth the general federal income tax
consequences of participating in the Plan; however, the discussion is not
intended to be an exhaustive treatment of such tax consequences. Future
legislative changes or changes in administrative or judicial interpretation,
some or all of which may be retroactive, could significantly alter the tax
treatment discussed herein. Accordingly, and because tax consequences may
differ among Participants in the Plan, each Participant should discuss
specific tax questions regarding participation in the Plan with his or her own
tax advisor.
Participants in the Plan, in general, have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
Participants in the Plan. When dividends are reinvested in shares of Common
Stock, a Participant will be treated for federal income tax purposes as having
received a taxable dividend equal to the cash dividend reinvested, to the
extent WPSR has earnings and profits. A Participant's share of brokerage fees
paid by WPSR, if any, will be an additional dividend to that Participant, to
the extent WPSR has earnings and profits.
Shares of Common Stock purchased with reinvested dividends will have a
tax basis equal to the amount paid therefor, increased by any brokerage fees
treated as a dividend to the Participant. Shares will have a holding period
beginning on the day following the "transaction date." The transaction date
is the date all purchases are completed with respect to a particular
Investment Period.
Shares purchased with optional cash payments have a tax basis equal to
the amount of such payments, increased by the amount of brokerage fees, if
any, treated as a dividend to the Participant with respect to those shares.
The holding period for such shares begins on the day following the transaction
date.
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Participants should not be treated as receiving an additional taxable
dividend based upon their pro rata share of the costs of administering the
Plan which are paid by WPSR. However, there can be no assurance that the
Internal Revenue Service ("IRS") will agree with this position. WPSR has no
present plans to seek formal advice from the IRS on this issue.
Participants do not recognize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon their
request for such certificates or upon withdrawal from or termination of the
Plan. However, Participants recognize a gain or loss when whole shares
acquired under the Plan are sold or exchanged either through the Plan at the
request of Participants or by Participants themselves after receipt of
certificates for shares from the Plan. Participants also recognize a gain or
loss when they receive cash payments for fractional shares credited to their
accounts upon withdrawal from or termination of the Plan. The amount of a
gain or loss is the difference between the amount which the Participant
receives for his or her shares or fractional shares and the tax basis thereof.
Such a gain or loss will generally be a capital gain or loss. In the case of
a taxpayer who is an individual, any capital gain on the sale of shares will
be taxed at a maximum rate of 39.6% if the shares are held for 12 months
or less and at 20% if the shares are held for more than 12 months.
Additional rate reductions may apply beginning in 2001. Capital losses of
an individual taxpayer generally may be used to offset capital gains plus
$3,000 of ordinary income.
In the case of a participating foreign shareholder whose dividends are
subject to United States income tax withholding or a domestic shareholder
subject to backup tax withholding, the tax required to be withheld will be
deducted from the amount of any cash dividend otherwise to be applied to the
purchase of shares for his or her account under the Plan, and the amount of
the dividend after such deduction will be applied. Since any such withholding
tax applies also to a dividend on shares credited to the Plan account, only
the net dividend on such shares will be applied to the purchase of additional
stock. The regular statements sent to Participants will indicate the amount
of tax withheld. Likewise,
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Participants selling shares or terminating from the Plan who are subject to
backup or other withholding will receive only the net proceeds from the sale
or termination as required by the Internal Revenue Code and IRS regulations.
WPSR cannot refund withholding amounts. Participants subject to withholding
should contact their tax advisors or the IRS for additional information.
SHAREHOLDER RIGHTS
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 10 days after a person or
group acquires 15% or more of WPSR's Common Stock or 10 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. The
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 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. WPSR has prepared a Summary of Rights to Purchase Common Shares, a copy
of which is available free of charge from WPSR.
DESCRIPTION OF COMMON STOCK
The following statements are based principally upon provisions in WPSR's
Restated Articles of Incorporation (the "Articles of Incorporation").
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GENERAL
The Articles of Incorporation authorize WPSR to issue 100,000,000 shares
of Common Stock (par value $1 per share). The outstanding Common Stock
consists of 23,896,962 shares at March 31, 1998.
DIVIDEND AND LIQUIDATION RIGHTS
All shares of Common Stock will participate equally with respect to
dividends and rank equally upon liquidation subject to the rights of holders
of any prior ranking stock which may be subsequently authorized and issued.
In the event of liquidation, dissolution or winding up of WPSR, the owners of
Common Stock are entitled to receive pro rata the assets and funds of WPSR
remaining after satisfaction of all creditors of WPSR and payment of all
amounts to which owners of prior ranking stock, if any, then outstanding may
be entitled.
VOTING RIGHTS
Subject to Section 180.1150 of the Wisconsin Business Corporation Law
(the "WBCL"), as described under "Certain Statutory and Other Provisions"
below, every holder of Common Stock has one vote for each share.
No shareholder has cumulative voting rights which means that the holders
of shares entitled to exercise more than 50% of the voting power of shares
entitled to vote, represented in person or by proxy at a meeting at which a
quorum (a majority of the shares entitled to vote) is represented, are
entitled to elect all of the directors to be elected. Under the Articles of
Incorporation and the By-Laws of WPSR, the Board of Directors is divided into
three classes of three directors each. One class is elected each year for a
three-year term.
Article 5 of WPSR's Articles of Incorporation provides that, subject to
the exception discussed below, a director may be removed only for cause by the
affirmative vote of shareholders possessing a majority of the voting power of
the then outstanding shares of voting stock. As defined in Article 5, "cause"
exists only if the director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction and such conviction is no longer
subject to direct appeal, or such director has been adjudged to be liable for
negligence or misconduct in the performance of his duty to WPSR in a matter
which has a materially adverse effect on the business of WPSR, and such
adjudication is no
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longer subject to direct appeal. Article 5 also provides for the removal of a
director by the shareholders without cause when such removal is recommended by
the "Requisite Vote" of the directors and approved by the affirmative vote of
shareholders possessing a majority of the voting power of the then outstanding
shares of voting stock. The term "Requisite Vote" is defined as the
affirmative vote of at least two-thirds of the directors then in office, plus
one director. Unless "cause" is established or removal is recommended by the
Requisite Vote of the directors, a director may not be removed from office
even if shareholders possessing a majority of the voting power favor the
action. Additionally, pursuant to Article 5, vacancies on the Board of
Directors, including those resulting from the removal of a director, may be
filled for the unexpired portion of the director's term by the majority vote
of the remaining members of the Board.
Article 5 of the Articles of Incorporation provides that those sections
of Article III of the By-Laws which set forth the general powers, number,
qualifications, and classification of directors may be amended, altered,
changed, or repealed only by the affirmative vote of shareholders possessing
at least 75% of the voting power of the then outstanding shares of stock
generally possessing voting rights in the election of directors, or by the
Requisite Vote of the directors. Article 5 of the Articles of Incorporation
provides that Article 5 may itself be amended, altered, changed, or repealed
only by the affirmative vote of shareholders possessing at least 75% of the
voting power of the then outstanding shares of stock generally possessing
voting rights in the election of directors.
CERTAIN STATUTORY AND OTHER PROVISIONS
Section 180.1150 of the WBCL provides that the voting power of shares of
an "issuing public corporation," which includes WPSR, which are held by any
person holding in excess of 20% of the voting power in the election of
directors of the issuing public corporation's shares shall be limited to 10%
of the full voting power of such excess shares. This statutory voting
restriction is not applicable to shares acquired directly from WPSR, to shares
acquired in a transaction incident to which shareholders of WPSR vote to
restore the full voting power of such shares (either before or after the
acquisition of the shares), and under certain other circumstances.
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Except as may otherwise be provided by law, the requisite affirmative
vote of shareholders for certain significant corporate actions, including a
merger or share exchange with another corporation, sale of all or
substantially all of the corporate property and assets, or voluntary
liquidation of WPSR, is a majority of all the votes entitled to be cast on the
transaction by each voting group of outstanding shares entitled to vote
thereon. Sections 180.1130 through 180.1134 of the WBCL provide generally
that, in addition to the vote otherwise required by law or the articles of
incorporation of an "issuing public corporation," certain business
combinations not meeting certain adequacy-of-price standards specified in the
statute must be approved by (a) the holders of at least 80% of the votes
entitled to be cast and (b) two-thirds of the votes entitled to be cast by the
corporation's outstanding voting shares owned by persons other than a
"significant shareholder" who is a party to the transaction or an affiliate or
associate thereof. Section 180.1130 defines "business combination" to
include, subject to certain exceptions, a merger or share exchange of the
issuing public corporation (or any subsidiary thereof) with, or the sale or
other disposition of substantially all assets of the issuing public
corporation to, any significant shareholder or affiliate thereof.
"Significant shareholder" is defined generally to mean a person that is the
beneficial owner of 10% or more of the voting power of the outstanding voting
shares of the issuing public corporation.
Sections 180.1140 through 180.1145 of the WBCL provide that a "resident
domestic corporation," such as WPSR, may not engage in a "business
combination" with an "interested stockholder" (i.e., a person beneficially
----
owning 10% or more of the aggregate voting power of the stock of such
corporation) within three years after the date (the "stock acquisition date")
on which the interested stockholder acquired his or her 10% or greater
interest, unless the business combination (or the acquisition of the 10% or
greater interest) was approved before the stock acquisition date by the
corporation's board of directors. If the interested stockholder fails to
obtain such approval by the Board of Directors, then even after such
three-year period, a business combination with the interested stockholder may
be consummated only with the approval of the holders of a majority of the
voting stock not
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beneficially owned by such interested stockholder, unless the combination
satisfies certain adequacy-of-price standards intended to provide a fair price
for shares held by non-interested shareholders.
The above sections of the WBCL, the provisions of the Articles and the
By-Laws of WPSR providing for a classified Board of Directors, limiting the
rights of shareholders to remove directors, and the ability to issue
additional shares of Common Stock without further shareholder approval (except
as required under the rules of the New York Stock Exchange and the Chicago
Stock Exchange), could have the effect, among others, of discouraging takeover
proposals for WPSR or impeding a business combination between WPSR and a major
shareholder of WPSR.
Section 196.795 of the Wisconsin Statutes states that no person may form
a public utility holding company (i.e., hold or acquire 5% or more of the
----
outstanding voting securities of a public utility with the unconditional power
to vote such securities) without the approval of the Public Service Commission
of Wisconsin.
PRE-EMPTIVE RIGHTS
No holder of shares of any class of WPSR's stock has pre-emptive or
subscription rights.
CONVERSION RIGHTS, REDEMPTION PROVISIONS, AND SINKING FUND PROVISIONS
The Common Stock of WPSR is not convertible, is not redeemable, and has
no sinking fund.
LIABILITY TO FURTHER CALLS OR TO ASSESSMENT
The shares of Common Stock offered hereby, when issued and delivered by
WPSR and paid for as herein contemplated, will be fully-paid and
non-assessable by WPSR, except for certain statutory personal liability which
may be imposed upon shareholders under Section 180.0622(2)(b) of the WBCL.
The substantially identical predecessor to such statute has been judicially
interpreted to mean that shareholders of a Wisconsin corporation are subject
to personal liability, up to an amount equal to the consideration for which
their shares were issued (instead of the aggregate par value in the case of
shares with par value, as the statute states), for all debts owing to
employees of the corporation for services performed for the corporation, but
not exceeding six months service in any one case.
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TRANSFER AGENTS AND REGISTRAR
The transfer agent and registrar for WPSR's Common Stock is Firstar
Trust Company, P. O. Box 2077, Milwaukee, WI 53201.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the purchase of shares of Common Stock, either
newly issued shares or shares held in the treasury of WPSR, directly from
WPSR, or, at WPSR's option, by an Independent Agent on the open market. As of
the date of this Prospectus, shares of Common Stock purchased for Participants
under the Plan are being purchased in the open market by an Independent Agent.
The Plan provides that WPSR may not change its determination regarding the
source of purchases of shares under the Plan more than once in any calendar
quarter. The primary consideration in determining the source of shares of
Common Stock to be used for purchases under the Plan is expected to be WPSR's
desire or need to increase equity capital. If WPSR does not desire or need to
raise equity funds externally, shares of Common Stock purchased for
Participants under the Plan will be purchased in the open market, subject to
the aforementioned limitation on changing the source of shares of Common
Stock.
WPSR will pay all administrative costs and expenses associated with the
Plan. Participants will bear the cost of brokerage commissions, related
service charges, and any applicable taxes incurred on all sales of shares of
Common Stock made in the open market. Such costs will be included as
adjustments to sales and purchase prices. It is estimated at this time that
such brokerage commissions and related service charges will not exceed 25
cents per share. Brokerage commissions and related service charges for shares
of Common Stock purchased in the open market will be borne by WPSR.
Applicable taxes incurred on such purchases will be borne by the Participants.
There will be no brokerage commissions or related service charges for shares
of Common Stock purchased directly from WPSR.
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AVAILABLE INFORMATION
WPSR is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"SEC"). Information, as of particular dates, concerning directors and
officers, their remuneration, their security holdings, the principal holders
of securities of WPSR and any material interest of such persons in
transactions with WPSR, is disclosed in proxy statements distributed to
shareholders of WPSR and filed with the SEC. Such reports, proxy statements,
and other information can be inspected and copied at the offices of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite
1400, Chicago, IL 60661; or 7 World Trade Center, 13th Floor, New York, NY
10048, and copies of such material can be obtained from the Public Reference
Section of the SEC at Washington, D.C. 20549 at prescribed rates and on the
Internet at http://www.sec.gov. In addition, reports, proxy statements and
other information concerning WPSR can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005; and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, IL 60605.
WPSR has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by WPSR with the SEC
pursuant to the Exchange Act (File No. 1-11337) are incorporated by reference
into this Prospectus and shall be deemed to be a part hereof:
a. WPSR's Annual Report on Form 10-K for the year ended December 31, 1997.
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b. WPSR's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
c. WPSR's Current Report on Form 8-K dated February 25, 1998.
d. WPSR's Current Report on Form 8-K dated June 10, 1998.
e. WPSR's Current Report on Form 8-K dated July 2, 1998.
All documents filed by WPSR pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document, which also is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
WPSR undertakes to provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Requests for such copies should be directed to
Corporate Secretary, WPS Resources Corporation, 700 North Adams Street,
P. O. Box 19001, Green Bay, WI 54307-9001, telephone number 920-433-1050.
LEGAL OPINIONS
Opinions as to validity of the shares of Common Stock of WPSR being
offered pursuant to this Prospectus has been rendered by Foley & Lardner, 777
East Wisconsin Avenue, Milwaukee, WI 53202, counsel for WPSR.
-26-
<PAGE>
EXPERTS
The audited financial statements and schedules incorporated by reference
in this Prospectus and elsewhere in the registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports and are included in reliance upon the authority of Arthur
Andersen LLP as experts in giving reports.
-27-
<PAGE>
WPS RESOURCES CORPORATION
__________
SHAREHOLDER INQUIRIES
TELEPHONE:
920-433-1050 or
800-236-1551
STREET ADDRESS:
700 North Adams Street
Green Bay, WI 54301
MAILING ADDRESS:
Shareholder Services Department
WPS Resources Corporation
P. O. Box 19001
Green Bay, WI 54307-9001
FACSIMILE:
920-433-1526
INTERNET ADDRESS:
http://www.wpsr.com
ELECTRONIC MAIL ADDRESS:
[email protected]
__________
TRANSFER AGENT AND REGISTRAR
TELEPHONE:
414-276-3737 or
800-637-7549
MAILING ADDRESS:
Investor Services
Firstar Trust Company
P. O. Box 2077
Milwaukee, WI 53201
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
--------
The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Exhibit
- ----------- -------
3.1 WPS Resources Corporation Restated Articles of
Incorporation (Appendix B to Amendment No. 1 to the
Registrant's Registration Statement on Form S-4, filed
February 28, 1994 (Reg. No. 33-52199), is incorporated
by reference herein).
3.2 WPS Resources Corporation By-Laws, as amended
(incorporated by reference to Exhibit 3(ii) to
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996 (File No.
1-11337) filed October 25, 1996).
4.3 Wisconsin Public Service Corporation Stock Investment
Plan (included on pages 1 - 26 of the Registration
Statement).
5 Opinion of Foley & Lardner *
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley & Lardner (contained in Exhibit 5). *
24.1 Powers of Attorney (contained on signature pages of
Registration Statement as originally filed).
24.2 Substitution of Attorney *
* Previously Filed
Item 17. Undertakings.
------------
The undersigned registrant hereby undertakes:
1. that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
2. to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
II - 1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Green
Bay, State of Wisconsin, on this 22nd day of July, 1998.
WPS RESOURCES CORPORATION
(the "Company" or the "Registrant")
By: /s/ Francis J. Kicsar
-------------------------------------
Francis J. Kicsar
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.(1)
Name Capacity
---- --------
/s/ Larry L. Weyers Chairman, President,
- ------------------------
Larry L. Weyers Chief Executive
Officer and Director
/s/ Daniel P. Bittner Vice President and
- ------------------------
Daniel P. Bittner Chief Financial
Officer
/s/ Diane L. Ford Controller and Chief
- ------------------------
Diane L. Ford Accounting
Officer
A. Dean Arganbright Director
Michael S. Ariens Director
Richard A. Bemis Director
Daniel A. Bollom Director
Sister Lois Bush Director By: /s/ Francis J. Kicsar
Robert C. Gallagher Director ------------------------
Kathryn Hasselblad-Pascale Director Francis J. Kicsar
James L. Kemerling Director Attorney-in-Fact(2)
(1) Each of the above signatures is affixed as of July 22, 1998.
(2) The required Powers of Attorney were included on the signature pages
of the original Registration Statement (Reg. No. 33-61991) dated
August 22, 1995 and Francis J. Kicsar was substituted as an
attorney-in-fact pursuant to the Substitution of Attorney filed as
Exhibit 24.2 to Post-Effective Amendment No. 1.
<PAGE>
EXHIBIT 23.1
(ARTHUR ANDERSEN LLP LETTERHEAD)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 (Amendment No. 3 to File
Nos. 33-61991 and 33-47172) of our report dated January 29, 1998 included in
WPS Resources Corporation's Form 10-K for the year ended December 31, 1997
and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 22, 1998
