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 30, 2000
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(Date of earliest event reported)
WPS Resources Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin
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(State or other jurisdiction of incorporation)
1-11337 39-1775292
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(Commission File Number) (IRS Employer Identification No.)
700 North Adams Street, P.O. Box 19001, Green Bay, WI 54307-9001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920)433-4901
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 30, 2000 WPS Resources Corporation and Wisconsin Fuel and Light
Company reached an agreement to merge Wisconsin Fuel and Light Company
with a wholly owned subsidiary of WPS Resources.
The transaction will be structured as a tax-free, stock-for-stock exchange.
Under the agreement, shareholders of Wisconsin Fuel and Light are expected to
receive 1.73 shares of WPS Resources common stock for each share of Wisconsin
Fuel and Light common stock they own. The exchange ratio will be adjusted
if, at the time of closing the transaction, the market price of WPS Resources
common stock exceeds $33.96 per share or is less than $27.79 per share. The
May 26, 2000 closing price for WPS Resources common stock was $32.25. At the
close of business on May 26, 2000 Wisconsin Fuel and Light had 1,019,620
shares of common stock issued and outstanding, including shares subject to
exercisable options.
Following completion of the Merger, the WPS Resources Board of Directors will
be expanded from nine to ten members to include one director nominated by
Wisconsin Fuel and Light.
The Merger is subject to completion and execution of definitive documents,
approvals by the Board of Directors of WPS Resources and Wisconsin Fuel and
Light, the common and preferred shareholders of Wisconsin Fuel and Light, and
various regulatory agencies, including the Public Service Commission of
Wisconsin. The Merger is also conditioned on the receipt of an opinion of
counsel that the exchange of stock will qualify as a tax-free transaction.
Based upon optimal times for the receipt of the required regulatory approvals
and the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, the Merger is expected to be completed in 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99-1 WPS Resources Press Release dated May 30, 2000 announcing an
agreement between WPS Resources and Wisconsin Fuel and Light
to merge.
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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
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D. P. Bittner
Senior Vice President
and Chief Financial Officer
Date: May 30, 2000
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