SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE PURSUANT TO RULE 24
Under
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Commission File Number: 70-9179
Filed pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935 by:
WPS Resources Corporation
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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, Wisconsin 54307
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(Address of principal executive offices) (Zip Code)
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WPS Resources Corporation ("WPSR") hereby certifies pursuant to Regulation
250.24 (Rule 24 of the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935) that:
1. On September 29, 1998, WPSR acquired all of the outstanding shares of
common stock of Upper Peninsula Energy Corporation ("UPEN") and, through such
acquisition, the acquisition of all of the outstanding shares of Upper Peninsula
Power Company (hereinafter collectively referred to as the "Merger") pursuant to
an Agreement and Plan of Merger dated July 10, 1997, under which each
outstanding share of common stock of UPEN was converted into the right to
receive 0.9 of a share of WPSR common stock.
2. The Merger was carried out in accordance with the terms and conditions
of and for the purposes represented by the application of WPSR to the Securities
and Exchange Commission (the "Commission") dated February 25, 1998, (the
"Application") as amended, and of the Order of the Commission, dated September
28, 1998 (Release No. 35-26922; 70-9179).
3. Pursuant to paragraph F.(2) of the instructions as to exhibits for Form
U-1, there is filed herewith as Exhibit F-2 to the Application the "past tense"
opinion of Foley & Lardner dated as of the date of this Certificate.
Dated: October 7, 1998.
WPS Resources Corporation
By: /s/ Patrick D. Schrickel
Patrick D. Schrickel
Executive Vice President
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Exhibit F-2
October 7, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WPS Resources Corporation
Form U-1 Application
Gentlemen:
We have examined the Form U-1 Application dated February 25, 1998 (the
"Application"), of WPS Resources Corporation ("WPSR"), to which this opinion is
an exhibit, requesting an order of the Commission under the Public Utility
Holding Company Act of 1935 (the "Act") authorizing WPSR's acquisition of all of
the issued and outstanding shares of common stock of Upper Peninsula Power
Company ("UPPCo"), a Michigan corporation and an electric utility company as
defined by Section 2(a)(3) of the Act, all pursuant to the terms of the
Agreement and Plan of Merger (the "Plan") by and between WPSR and Upper
Peninsula Energy Corporation ("UPEN"), a copy of which was included as an
exhibit to the Application. UPEN is a registered holder and beneficial owner of
all of the outstanding common stock of UPPCo. Upon consummation of the Merger,
UPPCo became a direct subsidiary of WPSR.
Based upon our examination of such instruments, documents and
matters of law as we have deemed requisite, it is our opinion that:
1. WPSR is a corporation duly organized and existing under the laws of the
State of Wisconsin.
2. The Merger was accomplished in accordance with the Plan and as described
in the Application.
(a) All state laws applicable to the Merger have been complied with.
(b) WPSR's common stock, $1 par value, issued in accordance with the
Plan is validly issued, fully paid and, except as indicated below,
non-assessable, and the holders thereof are entitled to the rights and
privileges appertaining thereto set forth in WPSR's Restated Articles of
Incorporation; and UPPCo common stock, $1 par value, acquired by WPSR in
accordance with the Plan is validly issued, fully paid and non-assessable, and
WPSR, as sole holder thereof, is entitled to the rights and privileges
appertaining thereto set forth in UPPCo's Articles of Incorporation, as amended.
With respect to the non-assessability of WPSR's common stock, Section
180.0622(2)(b) of the Wisconsin Statutes, as judicially interpreted, imposes on
the shareholders of each corporation a liability equal to the par value of their
shares for all debts which may be due to the employees of that corporation for
services performed for the corporation but not to exceed six months' service in
any one case.
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(c) WPSR has legally acquired all of the outstanding shares of common
stock, $1 par value, of UPPCo.
(e) The consummation of the Merger did not violate the legal rights of
the holders of any securities issued by WPSR or of any associate company
thereof.
In rendering this opinion we have relied upon the opinion of Roger T.
Ederer as to matters governed by Michigan law.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Yours truly,
/s/ Foley & Lardner
Foley & Lardner
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