EXHIBIT 99-1
(WPS RESOURCES CORPORATION LETTERHEAD)
For Immediate Release For more information contact:
May 30, 2000 Neal Siikarla
Vice President - WPSR Corporate Planning
(920) 433-2985
- or -
Mark Maranger,
President & CEO - WF&L
(715) 847-6238
WPS RESOURCES AND
WISCONSIN FUEL & LIGHT ANNOUNCE MERGER PLANS
GREEN BAY, WI - WPS Resources Corporation (NYSE: WPS) today announced it had
reached agreement to merge Wisconsin Fuel & Light Company (WF&L) with a
wholly owned subsidiary of WPS Resources Corporation (WPSR).
WF&L had previously announced its intentions to pursue options for the
company including selling or merging the company.
The transaction will be structured as a tax-free, stock-for-stock exchange.
In the merger, holders of WF&L common stock will receive 1.73 shares of WPSR
common stock for each share of WF&L common stock they own as long as WPSR
common stock trades in a range of between $33.96 and $27.79. In the event
that WPSR common stock trades above $33.96 or below $27.79, the exchange
ratio will be adjusted. At the close of business on May 26, 2000,
WF&L had 1,019,620 shares outstanding, including shares subject to
exercisable options. The closing price of WPSR was 32 1/4 on Friday, May 26,
2000.
The Board of Directors of WPSR will be expanded from nine to ten members
following completion of the transaction to include one director nominated by
WF&L.
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WPS Resources and WF&L Announce Merger
Page 2
May 30, 2000
WPSR's primary subsidiary, Wisconsin Public Service Corporation (WPSC), is an
electric and natural gas utility headquartered in Green Bay, Wisconsin. WPSC
serves more than 400,000 customers in northeastern and northcentral
Wisconsin, as well as a small portion of Michigan's upper peninsula. WPSR's
other subsidiaries include Upper Peninsula Power Company, an electric utility
serving 48,000 customers in Michigan's upper peninsula, WPS Energy Services,
Inc., which provides energy marketing services and energy project management
services in the non-regulated energy marketplace, and WPS Power Development,
Inc., which develops electric generation projects and provides services to
the non-regulated electric generation industry. WPSR's revenues for the year
ending December 31,1999 were $1.1 billion.
WF&L provides natural gas and related services to 50,000 customers in the
Wausau and Manitowoc, Wisconsin, areas and has its headquarters in Wausau.
Its revenues for the year ending December 31, 1999, were $43 million.
A merger transition team made up of representatives from both companies will
be established to ensure a smooth transition and continue the already strong
tradition of customer, shareholder, and employee value.
"We're excited by the opportunity this combination of companies presents,"
said WPSC President and COO, Patrick D. Schrickel. "We have worked
side-by-side with WF&L throughout the years and we're confident the results
of the merger will produce a strong company, steeped in a tradition of
exceptional customer service."
WF&L President & CEO Mark Maranger concurred, saying, "These companies are a
natural fit. We've worked together in the past and our service territories
are similar. Combining the companies will benefit customers, employees, and
shareholders."
Maranger added that the 122 WF&L employees at the Wausau or Manitowoc
locations would have employment opportunities under the new alignment.
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WPS Resources and WF&L Announce Merger
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May 30, 2000
The merger is subject to completion and execution of definitive documents and
approvals by the Boards of Directors of WF&L and WPSR, shareholders of WF&L,
and regulatory agencies, including the Public Service Commission of Wisconsin
(PSCW). The merger is also subject to the expiration of the applicable
waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act.
Conditions of closing require that the parties receive an opinion of counsel
that the exchange of stock qualifies as a tax-free transaction. Based on
optimal times for the required regulatory approvals, the transaction is
expected to be completed in 2001.
Utility officials expect the merger to result in improved service and
operating standards. Officials from both companies emphasized that community
involvement will continue to be a priority. All of WF&L's existing customer
contracts will be honored.
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