WPS RESOURCES CORP
8-K, 1999-06-01
ELECTRIC & OTHER SERVICES COMBINED
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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934


Date of Report:     May 24, 1999
                 ------------------
(Date of earliest event reported)


                         WPS Resources Corporation
- -----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)



                                 Wisconsin
- -----------------------------------------------------------------------------
               (State or other jurisdiction of incorporation)


              1-11337                              39-1775292
     ------------------------           ---------------------------------
     (Commission File Number)           (IRS Employer Identification No.)


     700 North Adams Street, P.O. Box 19001, Green Bay, WI  54307-9001
- -----------------------------------------------------------------------------
          (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code: (920)433-1466
                                                    -------------


                              Not Applicable
- -----------------------------------------------------------------------------
     (Former name or former address, if changed since last report)


                             Page 1 of 4 Pages

                       Index to Exhibits is on Page 4

<PAGE>

ITEM 5.   Other Events.
- ------    ------------

          On May 24, 1999, WPS Power Development, Inc. issued a Press Release
announcing that it reached agreement with PP&L Resources, Inc. to purchase
PP&L Resources, Inc.'s 389 megawatt Sunbury Station in Shamokin Dam,
Pennsylvania through its newly formed subsidiary, Sunbury Holdings, LLC.  In
addition to the coal-fired Sunbury Station, WPS Power Development, Inc. also
agreed to purchase two oil-fired combustion turbines, coal inventory, and the
Lady Jane Coal Transshipment Facility.  The oil-fired combustion turbines
produce a total of 42 megawatts of electricity.  The transaction will cost
about $106 million.  The purchase is contingent upon receipt of regulatory
approvals.  WPS Power Development, Inc. is a wholly-owned subsidiary of
WPS Resources Corporation.

          On May 28, 1999, WPS Resources Capital Corporation, a wholly-owned
subsidiary of WPS Resources Corporation, established a $150 million medium
term note program.  The program contemplates private placements exempt from
registration under the Securities Act of 1933 to "Qualified Institutional
Buyers" as defined in Rule 144A thereunder.  The proceeds are expected to be
used to fund loans to WPS Resources Corporation and to fund operations of
WPS Resources Corporation's nonregulated subsidiaries, including investments
and acquisitions.

ITEM 7.   Financial Statements and Exhibits.
- ------    ---------------------------------

          (c)  Exhibits.
               --------

               99-1  WPS Power Development, Inc. Press Release dated May 24,
                     1999 announcing an agreement to acquire the Sunbury
                     Station from PP&L Resources, Inc.

                                    -2-

<PAGE>

                               SIGNATURES
                               ----------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           WPS RESOURCES CORPORATION



                                   By:   /s/ D. P. Bittner
                                       ---------------------------------
                                             D. P. Bittner
                                             Vice President and
                                             Chief Financial Officer




Date: June 1, 1999

                                    -3-

<PAGE>

                         WPS RESOURCES CORPORATION
                                  FORM 8-K


                               EXHIBIT INDEX
                               -------------


Exhibit
- -------

99-1         WPS Power Development, Inc. Press Release dated
             May 24, 1999 announcing an agreement to acquire
             the Sunbury Station from PP&L Resources, Inc.

                                    -4-

<PAGE>

                                                            EXHIBIT 99-1


                        WPS POWER DEVELOPMENT, INC.
                              677 Baeten Road
                         Green Bay, Wisconsin 54304
Telephone 920-490-6040   Fax 920-490-5999   E-Mail: [email protected]

For immediate release:                  For more information contact:
May 24, 1999                            Jerry Mroczkowski, Vice President
                                        WPS - PDI, 1-920-490-6010


                WPS Power Development, Inc. Agrees to Buy
                       Pennsylvania Electric Plant

     GREEN BAY, WI - WPS Power Development, Inc. (WPS-PDI), a subsidiary of
WPS Resources Corporation, has reached an agreement to purchase the Sunbury
Station in Shamokin Dam, PA through it's newly formed subsidiary, Sunbury
Holdings, LLC.  The coal-fired units have a demonstrated winter capacity of
389 megawatts.  The purchase is contingent upon receipt of regulatory
approvals.

     The $106 million transaction with PP&L Resources, Inc. also includes two
oil-fired combustion turbines, which produce 42 megawatts of electricity, coal
inventory and the Lady Jane Coal Transshipment Facility.  WPS-PDI owns energy
projects in Wisconsin, Alabama, Arkansas and Oregon, and is in the process of
closing a purchase in Maine and New Brunswick, Canada.  The company is
positioning itself as a player in new deregulated energy markets.  A portion
of the electricity from the Sunbury plant will be contracted back to PP&L,
while the remainder will be sold on the wholesale or retail open market by
WPS Energy Services, the energy marketing subsidiary of WPS Resources.

     "We're pleased to become part of the Pennsylvania-New Jersey-Maryland
(PJM) energy market," said Jerry Mroczkowski, WPS-PDI Vice President.  "The
PJM area is on the leading edge of competitive electricity generation and
marketing.  Our expertise is in operating power plants.  This is a good fit
for us."

                           \\\MORE\\\

<PAGE>

WPS-PDI to buy electric plant
Page 2

     Mroczkowski didn't expect many changes to the Sunbury plant's operations
at this point.  "We look forward to the transition, and to continuing the
reliable and effective operation of the facilities provided by PP&L
employees."  He added that it was possible management positions could be added
at WPS-PDI's Green Bay office to oversee the Sunbury plant's operation.

                            \\\END\\\

<PAGE>


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