<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 22, 1999)
<TABLE>
<S> <C>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-88525
$150,000,000
WPS RESOURCES CORPORATION [LOGO]
7.00% SENIOR NOTES DUE NOVEMBER 1, 2009
</TABLE>
-------------------
We will pay interest on the Senior Notes Due November 1, 2009, at the rate
of 7.00% per year on May 1 and November 1 of each year, beginning on May 1,
2000. We will sell the notes only in denominations of $1,000 and integral
multiples of that amount. We may redeem the notes in whole or in part at any
time at a redemption price equal to the greater of (1) 100% of principal or
(2) the sum of the remaining scheduled payments of principal and interest on the
notes discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the "treasury yield" plus
.20%, plus in each case accrued interest to the redemption date, as set forth in
this prospectus supplement, without premium. The notes constitute a series of
our senior debt securities and are unsecured and unsubordinated. The notes will
be effectively subordinated to creditors and preferred shareholders of our
subsidiaries with respect to the assets and earnings of our subsidiaries. See
"Description of the Debt Securities" in the accompanying prospectus.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- -----
<S> <C> <C>
Public Offering Price(1)............................... 99.608% $149,412,000
Underwriting Commission(2)............................. .650% $ 975,000
Proceeds to Company(1)(3).............................. 98.958% $148,437,000
</TABLE>
- -------
(1) The initial public offering price does not include accrued interest.
Interest, if any, on the notes will accrue from November 15, 1999, and must
be paid by the purchaser if notes are delivered after November 15, 1999.
(2) We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by us estimated at $280,000.
-------------------
The underwriters are severally offering the notes, subject to the prior
receipt and acceptance of the notes by the underwriters and their right to
reject any order in whole or in part. Delivery of the notes will be made in
book-entry form only through the facilities of The Depository Trust Company on
or about November 15, 1999.
-------------------
A.G. EDWARDS & SONS, INC.
ROBERT W. BAIRD & CO.
INCORPORATED
LEGG MASON WOOD WALKER
INCORPORATED
------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 9, 1999.
<PAGE>
THE COMPANY
We operate as a holding company with both regulated and non-regulated
business units. We are organized under the laws of the State of Wisconsin. Our
principal wholly-owned subsidiary is Wisconsin Public Service Corporation, a
regulated electric and gas utility operating in northeastern Wisconsin and the
Upper Peninsula of Michigan. Our other major subsidiaries are Upper Peninsula
Power Company, a regulated electric company operating in the Upper Peninsula of
Michigan, and WPS Resources Capital Corporation, an intermediate holding company
for our unregulated subsidiaries. Our unregulated subsidiaries include WPS
Energy Services, Inc., a diversified energy company which sells electric energy,
natural gas and alternate fuel products, risk management consulting services and
project management, and WPS Power Development, Inc., which develops, acquires
and owns electric projects and provides services to the electric power
generation industry. Approximately 108% of our 1998 net income was derived from
electric utility operations. Substantially all of our net income for the first
nine months of 1999 was derived from Wisconsin Public Service Corporation and
Upper Peninsula Power Company.
RECENT EVENTS
On November 1, 1999 our subsidiary WPS Power Development, Inc., through its
subsidiary, Sunbury Holdings, LLC, completed the purchase of the Sunbury
Generation Station, a four-unit coal fired power plant located in Shamokin Dam,
Pennsylvania, from PP&L Resources, Inc. The assets acquired in the $106 million
transaction include the coal-fired units with a demonstrated winter capacity of
389 megawatts, two 42-megawatt oil-fired combustion turbines, coal inventory and
the Lady Jane Collieries, a coal transshipment facility. Under the terms of a
three-year agreement, Sunbury Holdings, LLC, will sell a portion of the
electricity from the Sunbury plant to PP&L, Inc. The remainder will be sold
through a five-year contract with a wholesale marketer and on the wholesale
energy market through WPS Energy Services, Inc., our energy marketing
subsidiary.
DESCRIPTION OF THE NOTES
<TABLE>
<S> <C>
Notes Offered................................ $150 million principal amount of 7.00% Senior
Notes Due November 1, 2009.
Maturity..................................... November 1, 2009.
Interest Rate................................ The notes will bear interest at the rate of
7.00% per year.
Interest Payment Dates....................... May 1 and November 1 (commencing May 1,
2000).
Ranking...................................... The notes will be unsecured general
obligations and will rank on a parity with
our other senior unsecured indebtedness.
Claims of creditors and any preferred
shareholders of each of our subsidiaries
generally will have priority with respect to
the assets and earnings of the subsidiaries
over the claims of our creditors. The notes
therefore will be effectively subordinated to
creditors, including holders of secured
indebtedness, and preferred shareholders of
our subsidiaries.
Since we are a holding company, our ability
to pay debt service on the notes is largely
dependent upon the ability of our
subsidiaries to pay dividends and
</TABLE>
S-2
<PAGE>
<TABLE>
<S> <C>
make debt service payments to us. See
"DESCRIPTION OF COMMON STOCK--Restrictions on
Dividends Payable by Wisconsin Public Service
Corporation" in the attached prospectus.
Certain Covenants............................ The notes will be issued under the senior
indenture which contains covenants that,
among other things, restrict our ability to
transfer the voting common stock of our
subsidiary, Wisconsin Public Service
Corporation, or to encumber the common stock
of any of our subsidiaries.
Use of Proceeds.............................. The proceeds from the notes will be applied
to retire short-term indebtedness incurred by
us to fund equity commitments to our
subsidiaries including Wisconsin Public
Service Corporation and finance acquisitions
by our non-regulated subsidiaries.
Form and Denomination........................ We will sell the notes in denominations of
$1,000 and integral multiples of that amount,
and the notes will be initially represented
by a global note registered in the name of a
nominee of The Depository Trust Company.
Optional Redemption.......................... We may redeem the notes at our option, in
whole at any time or in part from time to
time, at a redemption price equal to the
greater of (1) 100% of principal or (2) the
sum of the present values of the remaining
scheduled payments of principal and interest
on the notes which we redeem, discounted to
the date of redemption on a semiannual basis,
assuming a 360-day year consisting of twelve
30-day months, at the "treasury yield," as
defined below, plus two-tenths of one percent
(.20%), plus in each case accrued interest to
the date of redemption. The notes have no
sinking fund provisions.
"Treasury yield" means, with respect to any
redemption date, the rate per year equal to
the semiannual equivalent yield to maturity
of the "comparable treasury issue," as
defined below, assuming a price for the
comparable treasury issue, expressed as a
percentage of its principal amount equal to
the "comparable treasury price," as defined
below, for the redemption date.
"Comparable treasury issue" means the United
States Treasury security selected by an
"independent investment banker," as defined
below, as having a maturity comparable to the
remaining term of the notes that the
independent investment banker would utilize,
at the time of selection and in accordance
with customary financial practice, in
</TABLE>
S-3
<PAGE>
<TABLE>
<S> <C>
pricing new issues of corporate debt
securities of comparable maturity to the
remaining term of the notes. "Independent
investment banker" means one of the
"reference treasury dealers," as defined
below, appointed by the senior indenture
trustee after consultation with us.
"Comparable treasury price" means, with
respect to any redemption date, (1) the
average of the bid and asked prices for the
comparable treasury issue, expressed in each
case as a percentage of its principal amount,
on the third business day preceding the
redemption date, as set forth in the daily
statistical release, or any successor
release, published by the Federal Reserve
Bank of New York and designated "Composite
3:30 p.m. Quotations for U.S. Government
Securities" or (2) if that release or any
successor release is not published or does
not contain those prices on that business
day, (A) the average of the "reference
treasury dealer quotations," as defined
below, for the redemption date, after
excluding the highest and lowest reference
treasury dealer quotations for the redemption
date, or (B) if the senior indenture trustee
obtains fewer than four reference treasury
dealer quotations, the average of all the
quotations which the senior indenture trustee
obtains. "Reference treasury dealer
quotations" means, with respect to each
reference treasury dealer and any redemption
date, the average, as determined by us, of
the bid and asked prices for the comparable
treasury issue, expressed in each case as a
percentage of its principal amount, quoted in
writing to us by the reference treasury
dealer at 5:00 p.m. on the third business day
preceding the redemption date.
"Reference treasury dealer" means any primary
U.S. Government securities dealer in New York
City selected by us.
If we determine to redeem less than all of
the notes, the senior indenture trustee shall
select, in such manner as it shall deem fair
and appropriate, the particular notes or
portions of notes to be redeemed. The senior
indenture trustee shall give notice of
redemption by mail not less than 30 nor more
than 45 days before the date fixed for
redemption to the holders of notes to be
redeemed (which, as long as the notes are in
the book-entry only system, will be The
Depository Trust Company ("DTC") or its
nominee or a successor depositary. On and
after the date fixed for redemption, unless
</TABLE>
S-4
<PAGE>
<TABLE>
<S> <C>
we shall default in the payment of the
redemption price and interest accrued on the
notes to the date fixed for redemption),
interest on the notes or the portions of the
notes called for redemption shall cease to
accrue.
The senior indenture trustee will not mail
any notice of redemption of the notes during
the continuance of any event of default under
the senior indenture, except that (1) when
notice of redemption of any notes has been
mailed, we shall redeem such notes but only
if we have deposited before the occurrence of
the event of default funds sufficient for
that purpose with the senior indenture
trustee or a paying agent for that purpose,
and (2) the senior indenture trustee may mail
notices of redemption of all outstanding
notes during the continuance of an event of
default under the Indenture.
Unless we have deposited with the senior
indenture trustee, at the time of mailing of
any notice of redemption, an amount in cash
sufficient to redeem all of the notes called
for redemption, such notice will state that
it is subject to the receipt of the
redemption moneys by the senior indenture
trustee before the redemption date, and such
notice shall be of no effect unless such
moneys are so received before such date.
</TABLE>
S-5
<PAGE>
SUMMARY FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -----------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA
Operating Revenues..................... $916,449 $935,837 $1,063,736 $771,208 $802,391
Operating Income....................... 112,652 108,161 100,044 82,740 89,085
Net Income............................. 52,885 55,809 46,631 40,216 46,612
</TABLE>
<TABLE>
<CAPTION>
AS AS ADJUSTED
AMOUNT ADJUSTED(A) PERCENTAGE
------ ----------- -----------
<S> <C> <C> <C>
CONSOLIDATED CAPITALIZATION AT SEPTEMBER 30, 1999
Long-term Debt(b)....................................... $ 340,784 $ 490,784 40.9%
Preferred Stock of Subsidiary (without mandatory
redemption provisions)................................ 51,195 51,195 4.3%
Mandatorily Redeemable Trust Preferred Securities of
Subsidiary Trust...................................... 50,000 50,000 4.2%
Capital Lease Obligations of Subsidiary................. 73,765 73,765 6.1%
Common Stock Equity(b).................................. 533,931 533,931 44.5%
---------- ---------- ----------
Total Capitalization.................................. $1,049,675 $1,199,765 100.0%
========== ========== ==========
</TABLE>
- -------
(a) Adjusted to reflect the issuance of $150,000,000 of the notes.
(b) Long-term debt includes $323,175,000 principal amount of first mortgage
bonds of our utility subsidiaries (less current portion and unamortized
discount and premium) and $19,154,000 of other debt of our subsidiaries.
Long-term debt is increased by $4,089,000 and common stock equity is
reduced by the same amount to reflect Wisconsin Public Service
Corporation's guaranty of bank loans to the Wisconsin Public Service
Corporation ESOP (Employee Stock Ownership Plan).
RATIOS OF EARNINGS TO FIXED CHARGES (UNAUDITED)(A)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------- -------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................ 3.42 3.49 3.11 3.19 2.80 3.10
</TABLE>
- -------
(a) We have computed the ratio of earnings to fixed charges by dividing
earnings, which include income before taxes and fixed charges, by fixed
charges. This calculation excludes the effects of accounting changes
which we have made over time. "Fixed charges" consist of (1) interest on
debt and a portion of rentals determined to be representative of interest
and (2) the preferred stock dividend requirements of our subsidiaries.
The preferred stock dividend requirements of our subsidiaries were
assumed to be equal to the pre-tax earnings that would be required to
cover such dividend requirements based on our effective income tax rates
for the respective periods.
S-6
<PAGE>
BOOK-ENTRY ISSUANCE--THE DEPOSITORY TRUST COMPANY
DTC will act as securities depositary for the notes. The notes will
initially be issued only as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One or more fully-registered global
certificates representing the total aggregate principal amount of the notes will
be issued and will be deposited with the senior indenture trustee as custodian
for DTC.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in the notes as represented by a
global certificate.
For additional information relating to DTC and the book-entry issuance
system, see "Description of the Debt Securities --Book-Entry Securities" in the
attached prospectus.
DTC has advised us that its management is aware that some computer
applications, systems and the like for processing data that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Year 2000 problems." DTC has informed the industry, including direct
and indirect participants and other members of the financial community, that it
has developed and is implementing a program so that its systems, as the same
relate to the timely payment of distributions, including principal and interest
payments, to security holders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.
However, DTC's ability to perform its services properly also is dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as third-party vendors from whom it licenses software and hardware, and
third-party vendors on whom it relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed the industry that it is contacting and will
continue to contact third-party vendors from whom it acquires services (1) to
impress upon them the importance of these services being Year 2000 compliant,
and (2) to determine the extent of their efforts for Year 2000 remediation and,
as appropriate, testing of their services. In addition, DTC is in the process of
developing contingency plans as it deems appropriate.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement,
we have agreed to sell to each of the underwriters named below, and each of the
underwriters has severally agreed to purchase, the principal amounts of the %
Senior Notes Due November 1, 20 set forth opposite their names below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER SENIOR NOTES
----------- ------------
<S> <C>
A.G. Edwards & Sons, Inc.................................... $ 75,000,000
Robert W. Baird & Co. Incorporated.......................... 37,500,000
Legg Mason Wood Walker, Incorporated........................ 37,500,000
------------
Total..................................................... $150,000,000
============
</TABLE>
Under the terms and conditions of the underwriting agreement, the
underwriters agree to take and pay for all the notes, if any are taken.
The underwriters propose to offer the notes in part directly to purchasers
at the initial public offering price set forth on the cover page of this
prospectus supplement and in part to certain securities dealers at that price
less a concession of .40% of the principal amount of the notes. The underwriters
may allow, and such dealers may reallow, a concession not to exceed .30% of the
principal amount of the notes to certain
S-7
<PAGE>
brokers and dealers. After we release the notes for sale to the public, the
underwriters may from time to time vary the offering price and other selling
terms.
The notes constitute a new issue of securities with no established trading
market. The underwriters have advised us that they intend to make a market in
the notes but the underwriters have not obligated themselves to do so and may
discontinue market making at any time without notice. We can give you no
assurance as to the liquidity of the trading market for the notes.
The underwriters are permitted to engage in certain transactions that
maintain or affect the price of the notes. Such transactions may include
purchases to cover short positions created by the underwriters in connection
with the offering. If the underwriters create a short position in the notes in
connection with the offering by selling notes in an aggregate principal amount
that exceeds the amount set forth on the cover page of this prospectus
supplement, they may reduce that short position by purchasing notes in the open
market. In general, purchases of a security to reduce a short position could
cause the price of the security to be higher than it might be in the absence of
such purchases.
Neither we nor the underwriters make any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the notes. In addition, neither we nor the underwriters
make any representation that the underwriters will engage in such transactions
or that, if they engage in such transactions, they will not discontinue such
transactions without notice.
Certain of the underwriters and their affiliates have engaged and in the
future may engage in investment banking transactions with, and the provision of
services to, us and our subsidiaries in the ordinary course of business.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
LEGAL MATTERS
Our counsel, Foley & Lardner, Milwaukee, Wisconsin will issue its opinion as
to the validity of the notes being issued. Schiff Hardin & Waite, Chicago,
Illinois will issue an opinion for the underwriters as to certain matters
relating to the offering of the notes.
S-8
<PAGE>
- ---------------------------------------------
---------------------------------------------
- ---------------------------------------------
---------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION, AND IF YOU RECEIVE
ANY UNAUTHORIZED INFORMATION YOU SHOULD NOT RELY ON IT. WE ARE NOT MAKING AN
OFFER OF THESE SECURITIES IN ANY PLACE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THE APPLICABLE DOCUMENT. IF INFORMATION IN
THIS PROSPECTUS SUPPLEMENT IS INCONSISTENT WITH THE PROSPECTUS, THIS PROSPECTUS
SUPPLEMENT WILL APPLY AND WILL SUPERSEDE THAT INFORMATION IN THE PROSPECTUS.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PROSPECTUS SUPPLEMENT
The Company............................. S-2
Recent Events........................... S-2
Description Of The Notes................ S-2
Summary Financial Information........... S-6
Book-Entry Issuance--The Depository
Trust Company......................... S-7
Underwriting............................ S-7
Legal Matters........................... S-8
PROSPECTUS
Summary................................. 1
Where You Can Find More Information..... 3
The Company............................. 4
Use Of Proceeds......................... 4
Description Of The Debt Securities...... 5
Description Of Common Stock............. 13
Plan of Distribution.................... 16
Legal Opinions.......................... 17
Experts................................. 17
</TABLE>
$150,000,000
WPS RESOURCES CORPORATION
7.00% SENIOR NOTES DUE NOVEMBER 1, 2009
[LOGO]
A.G. EDWARDS & SONS, INC.
ROBERT W. BAIRD & CO.
INCORPORATED
LEGG MASON WOOD WALKER
INCORPORATED
- ---------------------------------------------
---------------------------------------------
- ---------------------------------------------
---------------------------------------------
