Exhibit 8(b)
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von Briesen, Purtell & Roper, s.c.
411 Building Office
Suite 700
411 East Wisconsin Avenue
P.O. Box 3262
Milwaukee, Wisconsin 53201-3262
Telephone 414-276-1122
Facsimile 414-276-6281
August 28, 2000
Wisconsin Fuel and Light Company
211 Forest Street
P.O. Box 1627
Wausau, WI 54402-1627
Re: Agreement and Plan of Merger by and among WPS Resources Corporation,
Wisconsin Public Service Corporation, WF&L Acquisition Corp. and
Wisconsin Fuel and Light Company dated as of July 13, 2000 (the "Merger
Agreement")
Ladies and Gentlemen:
You have requested our opinion as to the material federal income tax
consequences of the proposed merger of Wisconsin Fuel and Light Company ("WF&L")
with and into a wholly-owned subsidiary of WPS Resources Corporation ("WPS
Resources") (the "Merger"), as more completely described below and in the Joint
Proxy Statement/Prospectus ("Proxy Statement/Prospectus"). Unless otherwise
defined herein, capitalized terms shall have the meanings ascribed to them in
the Merger Agreement. This opinion is being furnished in accordance with Section
8.2(e) of the Merger Agreement.
A. Statement of Facts.
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WF&L is a Wisconsin corporation which is a regulated utility
engaged in the distribution of natural gas to a diversified base
of residential, commercial and industrial customers primarily in
the communities of Wausau, Wisconsin and Manitowoc, Wisconsin. As
of July 31, 2000, the authorized capital stock consisted of
2,000,000 shares of Common Stock, $10 par value per share, of
which 1,019,620 shares are issued and outstanding, and 50,000
shares of Preferred Stock, $100 par value per share, of which
20,000 shares are issued and outstanding. The shares of Common
Stock of WF&L trade infrequently in the over-the-counter market.
WPS Resources is a Wisconsin corporation established as the
holding company for Wisconsin Public Service Corporation ("WPSC")
and certain non-utility subsidiaries. As of July 31, 2000, the
authorized capital stock of WPS Resources consisted of 100,000,000
shares of Common Stock, $1.00 per value per share, of which
26,485,592 shares are issued and outstanding. Such shares are
widely held and publicly traded.
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Wisconsin Fuel and Light Company
August 28, 2000
Page 2
WPSC is a Wisconsin corporation which serves electric retail
customers and gas retail customers in Northeastern Wisconsin
and Upper Michigan. Additionally, WPSC provides wholesale, full
or partial requirements electric service, either directly or
indirectly, to 12 municipal utilities, three Rural
Electrification Administration financed electric cooperatives,
and a privately held utility. As of July 31, 2000, the
authorized capital stock of WPSC consisted of 32,000,000 shares
of Common Stock, $4.00 par value per share, of which 23,896,962
shares are issued and outstanding, and 1,000,000 shares of
Preferred Stock, $100 par value per share, of which 511,882
shares are issued and outstanding. All of the issued and
outstanding shares of Common Stock of WPSC are held by WPS
Resources.
WF&L Acquisition Corp. ("WF&L Acquisition") is a special
purpose wholly-owned subsidiary of WPS Resources organized to
be the surviving corporation in the Merger if WPSC cannot
itself be the surviving corporation. As of July 31, 2000, the
authorized capital stock of WF&L Acquisition consisted of 9,000
shares of Common Stock, $1.00 par value, of which 1,000 shares
are issued and outstanding.
The Merger Agreement provides for the merger of WF&L with and
into a wholly-owned subsidiary of WPS Resources, either WPSC or
WF&L Acquisition, in accordance with the laws of the State of
Wisconsin, with WPSC or WF&L Acquisition being the surviving
corporation. Pursuant to the Merger Agreement, each outstanding
share of WF&L Common Stock will be converted into the right to
receive 1.73 shares of WPS Resources Common Stock (this ratio
is subject to adjustment based on the average stock price of
WPS Resources Common Stock in a ten day trading period shortly
before the closing of the Merger), with any fractional share of
WPS Resources Common Stock resulting from such conversion being
converted to cash. Each outstanding share of WF&L Acquisition
Preferred Stock will be converted into the right to receive
$103 in cash plus any accrued and unpaid dividends including a
pro rata portion of the dividend accrued from the last dividend
payment date to the date of the Merger.
B. Representations.
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The description in the Proxy Statement/Prospectus with respect to
WPS Resources, WPSC and WF&L Acquisition under the headings
"Material Federal Income Tax Consequences" and our opinion as
stated herein are based upon and subject to:
1. The Merger being effected in the manner described in the
Proxy Statement/Prospectus.
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Wisconsin Fuel and Light Company
August 28, 2000
Page 3
2. The accuracy and completeness of the statements concerning
the Merger set forth in the Proxy Statement/Prospectus.
C. Opinions
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Based upon and subject to the foregoing and subject to the
conditions and limitations set forth below, it is our opinion
that:
1. The Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(A) of the Code. WPS Resources,
either WPSC or WF&L Acquisition and WF&L will each be a
party to the reorganization within the meaning of Section
368(b) of the Code.
2. No gain or loss will be recognized by WF&L pursuant to the
Merger.
3. Each holder of WF&L Common Stock who exchanges those shares
solely for shares of WPS Resources Common Stock pursuant to
the Merger (the "Exchanging WF&L Shareholders") will not
recognize any gain or loss as a result of the Merger.
4. The aggregate tax basis of the WPS Resources Common Stock
received by each Exchanging WF&L Shareholder will be the
same as the aggregate tax basis of the stock exchanged
therefor.
5. The holding period of the WPS Resources Common Stock
received by each Exchanging WF&L Shareholder will include
the period for which the stock exchanged therefor was held,
provided such stock is held as a capital asset at the
effective time of the Merger.
6. The payment of cash to an Exchanging WF&L Shareholder in
lieu of issuing fractional shares of WPS Resources Common
Stock will be treated as if the fractional share was
distributed pursuant to the Merger and then redeemed by WPS
Resources. The cash payment will be treated as having been
received in a distribution in full payment in exchange for
the fractional share. The Exchanging WF&L Shareholder will
recognize gain or loss equal to the difference between (i)
the cash payment, and (ii) the portion of the Exchanging
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Wisconsin Fuel and Light Company
August 28, 2000
Page 4
WF&L Shareholder's basis in the WF&L Common Stock which is
allocable to the fractional share. This gain or loss will
be capital gain or loss, provided such stock is held as a
capital asset at the effective time of the Merger.
7. The payment of cash to a holder of WF&L Common Stock who
asserts and perfects dissenters' rights under the Wisconsin
Business Corporation Law will be treated as if such stock
was redeemed by the surviving corporation in the Merger.
The dissenting shareholder will recognize gain or loss
equal to the difference between (i) the cash payment, and
(ii) the dissenting shareholder's basis in the WF&L Common
Stock being surrendered. This gain or loss will be capital
gain or loss provided such stock is held as a capital asset
at the effective time of the Merger.
D. Limitations.
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We express no opinion on the following matters:
1. The tax treatment of the Merger under other provisions of
the Code and the regulations thereunder;
2. The tax treatment of any conditions existing at the time
of, or effects resulting from, the Merger that are not
specifically addressed herein; or
3. The tax treatment of the Merger under the laws of any state
or commonwealth or any other jurisdiction other than the
United States.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement on Form S-4 and to the
reference to our firm under the heading "Material Federal Income Tax
Consequences" in the Proxy Statement/Prospectus that constitutes part of the
Registration Statement.
Very truly yours,
/s/ von Briesen, Purtell & Roper, s.c.
von BRIESEN, PURTELL & ROPER, s.c.
