Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
WPS RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1775292
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 North Adams Street
P.O. Box 19001 54307
Green Bay, Wisconsin (Zip Code)
(Address of principal executive offices)
WPS Resources Corporation 1999 Stock Option Plan
WPS Resources Corporation 1999 Non-Employee Directors Stock Option Plan
(Full title of the plans)
Larry L. Weyers
Chairman, President and Chief Executive Officer Copy to:
WPS Resources Corporation
700 North Adams Street Michael S. Nolan
P.O. Box 19001 Foley & Lardner
Green Bay, Wisconsin 54307 777 East Wisconsin Avenue
(920) 433-1727 Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area
code, of agent for service)
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered(1)(2) Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$1 par value 1,600,000 shares $24.9063(3) $39,850,000(3) $10,520.40
Purchase
Rights(4)
- --------------------------------------------------------------------------------------------------------------------------
(1) An aggregate of 1,500,000 shares are issuable pursuant to the WPS Resources Corporation 1999 Stock Option Plan and an
aggregate of 250,000 shares are issuable pursuant to the WPS Resources Corporation 1999 Non-Employee Directors Stock
Option Plan (the "Plans").
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate
number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or
similar transactions pursuant to the anti-dilution provisions of the Plans.
(3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices of the Common Stock as reported by the New York Stock
Exchange on December 17, 1999.
(4) The Common Stock Purchase Rights are attached to and traded with the shares of Common Stock being registered. The value
attributed to the Common Stock Purchase Rights, if any, is reflected in the value attributed to the Common Stock.
</TABLE>
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Page 1 of 8 Pages
The Exhibit Index is on page 8 of the sequentially numbered pages.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been previously filed by WPS Resources
Corporation ("WPS Resources") with the Commission and are incorporated herein by
reference:
(a) WPS Resources Annual Report on Form 10-K for the year ended
December 31, 1998, which includes audited financial statements as of and for the
year then ended.
(b) All other reports filed by WPS Resources pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998.
(c) The description of the capital stock of WPS Resources contained in
Item 1 of WPS Resources' Registration Statement on Form 8-B, filed June 1, 1994
with the Commission, and any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by WPS Resources pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as WPS Resources files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
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Pursuant to the Wisconsin Business Corporation law and Article VI of
the By-Laws of WPS Resources, directors and officers of WPS Resources are
entitled to mandatory indemnification from WPS Resources against certain
liabilities and expenses to the extent such officers or directors are successful
on the merits or otherwise in connection with a proceeding, unless it is
determined that the director or officer breached or failed to perform his duties
to WPS Resources and such breach or failure constituted: (a) a willful failure
to deal fairly with WPS Resources or its shareholders in connection with a
matter in which the director or officer had a material conflict of interest; (b)
a violation of the criminal law unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should also be noted that the Wisconsin Business Corporation Law
specifically states that it is the policy of Wisconsin to require or permit
indemnification in connection with a proceeding involving securities regulation,
as described therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of WPS
Resources are not subject to personal liability to WPS Resources, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status
except in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
The indemnification described above may be broad enough to cover
liabilities under the Securities Act of 1933. WPS Resources has in place
insurance permitted by the Wisconsin Business Corporation Law on behalf of its
officers and directors which may cover liabilities under the Securities Act of
1933.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
Item 9. Undertakings.
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(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registration pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) 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.
(b) The undersigned Registrants hereby undertake 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
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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-8 and has duly caused this 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 21st day of
December, 1999
WPS RESOURCES CORPORATION
By: /s/ Larry L. Weyers
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Larry L. Weyers
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Larry L. Weyers, Patrick D. Schrickel, Daniel P.
Bittner and Barth J. Wolf, and each of them individually, his or her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Larry L. Weyers Chairman, President, Chief
- ---------------------------------- Executive Officer and December 21, 1999
Larry L. Weyers Director (Principal
Executive Officer)
/s/ Daniel P. Bittner Senior Vice President and
- ---------------------------------- Chief Financial Officer December 21, 1999
Daniel P. Bittner (Principal Financial
Officer)
/s/ Diane L. Ford Vice President-Controller
- ---------------------------------- and Chief Accounting December 21, 1999
Diane L. Ford Officer (Principal
Accounting Officer)
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<PAGE>
/s/ A. Dean Arganbright Director December 21, 1999
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A. Dean Arganbright
/s/ Michael S. Ariens Director December 21, 1999
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Michael S. Ariens
/s/ Richard A. Bemis Director December 21, 1999
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Richard A. Bemis
/s/ Daniel A. Bollom Director December 21, 1999
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Daniel A. Bollom
/s/ Clarence R. Fisher Director December 21, 1999
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Clarence R. Fisher
/s/ Robert C. Gallagher Director December 21, 1999
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Robert C. Gallagher
/s/ Kathryn M. Hasselblad-Pascale Director December 21, 1999
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Kathryn M. Hasselblad-Pascale
/s/ James L. Kemerling Director December 21, 1999
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James L. Kemerling
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<PAGE>
EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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(4.1) WPS Resources 1999 Stock Option Plan (Incorporated by reference to
Exhibit 10-2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (File No. 1-11337)).
(4.2) WPS Resources Corporation 1999 Non-Employee Directors Stock Option
Plan.
(4.3) Restated Articles of Incorporation of Registrant (Incorporated by
reference to Appendix B to Amendment No. 1 to Registration Statement
on Form S-4, filed February 28, 1994 (Reg. No. 33-521991)).
(4.4) Rights Agreement dated December 12, 1996, between the Registrant and
Firstar Trust Company (Incorporated by reference to Exhibit 4-1 to
Form 8-A, filed December 13, 1996 (File No. 1-11337)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit 5).
(24) Power of Attorney (contained on the signature page hereto).
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WPS RESOURCES CORPORATION
1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Section 1. Purpose
The purpose of the WPS Resources Corporation 1999 Non-Employee
Directors Stock Option Plan (the "Plan") is to promote the best interests of WPS
Resources Corporation (the "Company") and its shareholders by encouraging and
providing for the acquisition of an equity interest in the success of the
Company by the members of the Company's Board of Directors (the "Board") who are
not employees of the Company or any of its affiliates ("Non-employee
Directors").
Section 2. Effective Date
The Plan shall become effective on December 9, 1999 (the
"Effective Date").
Section 3. Administration
The Plan is generally intended to be self-governing.
Notwithstanding the foregoing, the Board shall have the authority to (a)
construe the Plan and any option award agreement and determine all questions
arising thereunder, (b) adopt and amend rules and regulations with respect to
ministerial matters under the Plan, (c) determine the form of the option award
agreement, and (d) make determinations under Section 4.3. Any determination of
the Board shall be final and conclusive. Except to the extent prohibited by
applicable law, the Board may authorize any one or more of their number or the
Secretary or any other officer of the Company to execute and deliver documents
on behalf of the Board.
Section 4. Stock Subject to Plan
4.1. Number. Subject to adjustment as provided in Section 4.3,
the total number of shares of Common Stock of the Company, par value of $1.00
per share (the "Stock"), which may be issued under the Plan shall not exceed
100,000. The shares to be delivered under the Plan shall consist solely of
treasury Stock.
4.2. Unused Stock: Unexercised Rights. If, after the Effective
Date, if an option is forfeited or otherwise terminates, expires or is canceled
prior to the delivery of all of the shares of Stock or of other consideration
issuable or payable pursuant to such option, then the remaining number of shares
of Stock counted against the number of shares available under the Plan in
connection with the grant of such option shall again be available for the
granting of additional options under the Plan.
4.3. Adjustment in Capitalization. In the event that any dividend
or other distribution (whether in the form of cash, Stock, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Stock or other securities of the
<PAGE>
Company, issuance of warrants or other rights to purchase Stock or other
securities of the Company, or other similar corporate transaction or event
affects the Stock such that an adjustment is determined by the Board to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Board
may, in such manner as it deems equitable, adjust any or all of (a) the number
and type of shares of Stock subject to the Plan and which thereafter may be made
the subject of options under the Plan; (b) the number and type of shares of
Stock subject to outstanding options; and (c) the grant, purchase or option
price with respect to any option; provided, however, that options granted under
the Plan prior to any such transaction or event shall be subject only to such
adjustments as shall be necessary to maintain the proportionate interest of the
Non-employee Director and preserve, without exceeding, the value of such
options; and provided further that the number of shares of Stock subject to any
award payable or denominated in Stock shall always be a whole number.
Section 5. Term of the Plan
No award shall be granted under the Plan after December 31, 2008;
provided, however, that any option theretofore granted shall extend beyond such
date and, to the extent set forth in the Plan, the authority of the Board to
alter any such award and to amend the Plan shall extend beyond such date.
Section 6. Stock Options
6.1. Grant of Options. Non-employee Directors shall be granted
nonqualified stock options under the Plan in the manner set forth in this
Section 6 (with each such date on which options are granted being referred to
herein as a "Grant Date").
(a) On December 9, 1999, each Non-employee Director shall be
granted a nonqualified stock option to purchase 3,000 shares of Stock.
(b) At such times as the Board may determine while this Plan is
in effect, the Board may, but need not, grant to each Non-employee Director, or
to designated Non-employee Directors, a nonqualified option to purchase a number
of shares determined by the Board in its sole discretion.
6.2. Exercise Price of Stock Options. The options granted
hereunder shall be exercisable at purchase prices equal to One Hundred percent
(100%) of the fair market value of the Stock on the Grant Date. The fair market
value of a share of Stock on the date in question shall be the closing price of
a share of Stock on such date as reported on the composite list used by the Wall
Street Journal for reporting stock prices, or if no such sale shall have been
made on that day, on the last preceding day on which there was such a sale
("Fair Market Value").
6.3. Term and Exercise. Subject to Section 6.5, each option
granted hereunder will be exercisable during the period beginning on the first
anniversary of the Grant Date and ending at the close of business on the tenth
anniversary of the Grant Date; provided, however, that the Board may provide, as
part of any option agreement under Section 6.4
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<PAGE>
below, for a more limited exercise period that becomes effective on the date a
Non-employee Director ceases to be a member of the Board. For purposes of this
Section 6.3, a Non-employee Director will not be considered to have ceased being
a member of the Board in the event that such individual becomes an employee of
the Company or any of its affiliates.
6.4. Option Agreement. Each option shall be evidenced by a
written option agreement that shall specify the date of grant, the option price,
the duration of the option, and the number of shares of Stock to which the
option pertains. No person shall have any rights under any option granted under
the Plan unless and until the Company and the Non-employee Director to whom the
option was granted shall have executed an option agreement.
6.5. Exercise and Available Shares. Each option may be exercised
by submitting an option exercise form to the Secretary accompanied by full
payment of the exercise price therefor. An option may be exercised only to the
extent that the Company has Treasury shares available for delivery hereunder.
Nothing herein shall require the Company to obtain or maintain a sufficient
number of Treasury shares to satisfy the exercise of any option granted
hereunder. In the event that a sufficient number of Treasury shares are not
available for issuance, shares of Stock shall be issued to the optionee whose
exercise form was received by the Company on the earliest date. In the event
that two or more optionees shall submit a notice of exercise on the same date
and the Company does not have a sufficient number of Treasury shares to satisfy
all of the option exercises, shares of Stock shall be issued to all of the
optionees who submitted an exercise form on the same date pro rata in accordance
with the number of options being exercised. If a sufficient number of Treasury
shares are not available for the satisfaction of any option exercise, the option
exercise form shall expire at midnight on the date of exercise and the
Non-employee Director must again submit an option exercise form at a later date
in order to exercise that number of options for which shares of Stock were not
issued.
6.6. Payment. Payment of the purchase price of options may be
made (a) by delivery of cash or certified check; (b) by delivery to the Company
of other shares of Stock which shall have been owned for at least six (6) months
(or such lesser or greater period as may be necessary in order to comply with
applicable securities laws) and which shall have a Fair Market Value equal to
the exercise price of the shares being exercised; (c) by any combination of (a)
and (b); or (d) if an appropriate registration statement has been filed under
the Securities Act of 1933, by delivery (including by fax) to the Company or its
designated agent of an executed irrevocable option exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a sufficient
portion of the Stock and deliver the sale or margin loan proceeds directly to
the Company to pay the purchase price.
Section 7. Transferability
Each option granted under the Plan shall not be assignable,
alienable, saleable or transferable, other than by will or the laws of descent
and distribution. Each option shall be exercisable, during the lifetime of the
Non-employee Director, only by such individual or, if permissible under
applicable law, by such individual's guardian or legal representative. No option
may be pledged, alienated, attached or otherwise encumbered, and any purported
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<PAGE>
pledge, alienation, attachment or encumbrance shall be void and unenforceable
against the Company.
Section 8. Rights of Directors
Nothing in the Plan shall interfere with or limit in any way the
right of the Company to terminate any Non-employee Director's service at any
time nor confer upon any Non-employee Director any right to continue in the
service of the Company.
Section 9. Cancellation of Options
Notwithstanding anything herein to the contrary, the Board may,
in its sole and absolute discretion, cancel any option granted hereunder, if the
Board determines that such cancellation is necessary to permit a transaction, in
which the Company or any affiliate is a party, to be accounted for on a
pooling-of-interests basis.
Section 10. Amendment, Modification and Termination of Plan
The Board may at any time amend, alter, suspend, discontinue or
terminate the Plan and subject to the limitations prescribed herein, may at any
time amend or alter any option award agreement. Termination of the Plan shall
not affect the rights of Non-employee Directors with respect to options
previously granted to them, and all unexpired options shall continue in force
and effect after termination of the Plan except as they may lapse or be
terminated by their own terms and conditions. The rights and obligations of any
option granted before any amendment of this Plan or amendment of the option
award agreement shall not be materially adversely affected by such amendment
except with the consent of the person who holds the option.
Section 11. Legal Construction
11.1. Requirements of Law. The granting of options under the Plan
and the issuance of shares of Stock in connection with an option, shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
11.2. Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the State of
Wisconsin.
11.3. Severability. If any provision of the Plan or any option
agreement is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction, or as to any person or option, or would disqualify the Plan,
under any law deemed applicable by the Board, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so construed
or deemed amended without, in the determination of the Board, materially
altering the intent of the Plan, any option agreement or the option, such
provision shall be stricken as to such jurisdiction, person or option, and the
remainder of the Plan, any such option agreement and any such option shall
remain in full force and effect.
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FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
(414) 297-5672
EMAIL ADDRESS CLIENT/MATTER NUMBER
[email protected] 086120/0295
December 21, 1999
WPS Resources Corporation
Wisconsin Public Service Corporation
700 North Adams Street
Green Bay, WI 54307
Ladies and Gentlemen:
We have acted as counsel for WPS Resources Corporation, a Wisconsin
corporation ("Resources") in connection with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by Resources
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 1,600,000 shares of the Common
Stock, $1.00 par value per share of Resources (the "Common Stock") and attached
stock purchase rights ("Rights") of which not exceeding 1,500,000 shares may be
sold pursuant to the exercise of options granted or to be granted under the WPS
Resources 1999 Stock Option Plan, and not exceeding 100,000 shares, may be sold
pursuant to the exercise of options granted or to be granted under the WPS
Resources 1999 Non-Employee Directors Stock Option Plan (collectively, the
"Plans").
We have examined: (a) the Plan; (b) the Registration Statement; (c)
Articles of Incorporation and Bylaws, as amended to date for each of Resources
and WPSC; (d) resolutions of the Board of Directors of Resources relating to the
Plans; (e) resolution of the shareholders of Resources approving the WPS
Resources 1999 Stock Option Plan, (f) the Rights Agreement dated December 12,
1996 between Resources and Firstar Trust Company (the "Rights Agreement") and
(g) such other documents and records as we have deemed necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that:
<PAGE>
Foley & Lardner
WPS Resources Corporation
December 21, 1999
Page 2
1. Resources is a corporation validly existing under the laws of the
State of Wisconsin.
2. The shares of Common Stock, when issued pursuant to the terms and
conditions of the Plan, and as contemplated in the Registration Statement, will
be validly issued fully paid and nonassessable, except with respect to wage
claims of, or other debts owing to, employees of Resources for services
performed, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
3. The Rights, attached to the Shares of Common Stock when issued
pursuant to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 28, 1999
incorporated by reference in WPS Resources Corporation's Form 10-K for the year
ended December 31, 1998 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
December 20, 1999
Milwaukee, Wisconsin
