<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
WPS RESOURCES CORPORATION
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET, P. O. BOX 19001, GREEN BAY, WISCONSIN 54307-9001
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2000
---------------------
Our Annual Meeting will be held on Thursday, May 11, 2000, at 10:00 A.M., CDT,
at the Weidner Center, on the campus of the University of Wisconsin - Green Bay,
2420 Nicolet Drive, Green Bay, Wisconsin. Our shareholders will:
1. Vote on the re-election of three directors,
Michael S. Ariens, Kathryn M. Hasselblad-Pascale, and
Larry L. Weyers, to three-year terms or until successors have
been elected; and
2. Transact any other business properly brought to the Annual
Meeting.
If you held shares in WPS Resources at the close of business on March 10, 2000,
you are entitled to vote at the Annual Meeting.
You may vote your shares in person at the Annual Meeting or by completing and
mailing your proxy. If you plan to attend the Annual Meeting, we request that
you vote in advance by promptly completing and mailing the enclosed proxy card
in the postage-paid envelope provided. If you attend the Annual Meeting, you may
revoke your proxy and vote your shares in person at the meeting. Please review
the attached Proxy Statement and follow the directions closely in exercising
your vote.
WPS RESOURCES CORPORATION
/s/ BARTH J. WOLF
BARTH J. WOLF
SECRETARY AND MANAGER -- LEGAL
SERVICES
Green Bay, Wisconsin
March 20, 2000
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. YOUR VOTE IS
IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS. TO ASSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE VOTE, SIGN EXACTLY AS YOUR NAME APPEARS,
DATE, AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
<PAGE>
PROXY STATEMENT
This proxy statement, the accompanying Notice of Annual Meeting of Shareholders,
and proxy card were first mailed to shareholders on or about March 20, 2000 and
are furnished in connection with the solicitation of proxies by the Board of
Directors of WPS Resources.
FREQUENTLY ASKED QUESTIONS
Q: WHY HAVE I RECEIVED THIS MATERIAL?
A: Our Board of Directors has sent you this proxy material and invitation to
the Annual Shareholders Meeting to ask for your vote as a WPS Resources
shareholder to re-elect three members of the Board of Directors.
Q: HOW ARE DIRECTORS ELECTED?
A: A plurality of votes cast is required for the election of directors. At the
Annual Meeting we will be electing three directors. "Plurality" means that
if there are more than three nominees, the three individuals who receive the
largest number of votes will be elected as directors. The total votes cast
must represent a quorum of the shares eligible to vote. Votes withheld will
not be cast and will not affect the election of directors, except to the
extent that the failure to vote for an individual results in another
individual receiving a larger number of votes.
Q: WHAT CONSTITUTES A QUORUM?
A: A quorum is the number of shares that must be in attendance at a meeting to
lawfully conduct business. Votes of a majority of the shares entitled to
vote will constitute a quorum. As of the record date, we had 26,827,622
shares eligible to vote. Votes of 13,413,812 shares will constitute a
quorum.
Q: ARE THERE ANY OTHER ISSUES TO BE VOTED ON?
A: Our Board of Directors is not aware of any other matters that will be voted
on at this Annual Meeting.
Q: DO I NEED TO ATTEND THE ANNUAL MEETING IN ORDER TO VOTE?
A: No. You can vote by completing and mailing the enclosed proxy card. You may
also vote at the Annual Meeting in person by submitting your proxy card at
the meeting.
Q: WHO CAN VOTE?
A: Anyone who owns WPS Resources common stock as of the close of business on
March 10, 2000 can vote. Each of your shares will be entitled to one vote.
Q: HOW DO I VOTE?
A: Complete, sign, and date each proxy card you receive and return it in the
prepaid envelope. Your completed proxy will be voted in accordance with your
instructions. If you do not withhold authority for any nominee, your proxy
card will be voted for the re-election of Michael S. Ariens,
Kathryn M. Hasselblad-Pascale, and Larry L. Weyers. You have the right to
change your vote at any time before the meeting by:
1) notifying us in writing,
2) voting in person at the Annual Meeting, or
3) returning a later-dated proxy card.
1
<PAGE>
Your shares will also be voted on any other business which may properly come
before the Annual Meeting in accordance with the best judgement of the
appointed proxies, Larry L. Weyers and Barth J. Wolf.
Q: WHO ARE THE LARGEST SHAREHOLDERS?
A: We do not have a single shareholder of our common stock holding more than 5%
of the outstanding shares.
Q: WHEN ARE THE 2001 SHAREHOLDER PROPOSALS DUE?
A: In order to be included in next year's proxy statement, shareholder
proposals must be submitted in writing by November 20, 2000. Proposals
should be submitted to Barth J. Wolf, Secretary and Manager -- Legal
Services, WPS Resources Corporation, P. O. Box 19001, Green Bay,
WI 54307-9001.
2
<PAGE>
PROPOSALS TO BE VOTED ON
RE-ELECTION OF DIRECTORS
Our Board of Directors is made up of nine directors. The nine directors are
divided into three classes. Each year one class of directors is elected to a
three-year term.
Directors nominated for re-election are:
CLASS C -- TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------- -------- ---------------------------------------------- --------
<S> <C> <C> <C>
Michael S. Ariens 68 Chairman, Ariens Company, Brillion, WI 1974
(manufacturer of outdoor power equipment)
Kathryn M. Hasselblad-Pascale 52 Managing Partner, Hasselblad Machine Company, 1987
LLP, Green Bay, WI (manufacturer of automatic
screw machine products)
Larry L. Weyers 54 Chairman, President, and Chief Executive 1996
Officer of WPS Resources
</TABLE>
Each of the Class C directors has served in the same or another position with
the employer indicated for at least five years.
The Board of Directors has no reason to believe that any of these nominees will
be unable or unwilling to serve as a director if elected. If any nominee is
unable or unwilling to serve, the shares represented by proxies solicited by the
Board will be voted for the election of such other person as the Board may
recommend.
Current directors not standing for re-election this year are:
CLASS A -- TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------- -------- ---------------------------------------------- --------
<S> <C> <C> <C>
Richard A. Bemis 58 President and Chief Executive Officer, Bemis 1983
Manufacturing Company, Sheboygan Falls, WI
(manufacturer of toilet seats, contract
plastics, and wood products)
Clarence R. Fisher 59 President and Chief Executive Officer, Upper 1998
Peninsula Power Company (a wholly-owned
subsidiary of WPS Resources)
Robert C. Gallagher 61 President and Chief Operating Officer, 1992
Associated Banc-Corp, Green Bay, WI, since
1998; Chairman and Chief Executive Officer,
Associated Bank, Green Bay, WI and Vice
Chairman, Associated Banc-Corp, Green Bay, WI
1981-1998
</TABLE>
Each of the Class A directors has served in the same or another position with
the employer indicated for at least five years.
3
<PAGE>
CLASS B -- TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ----------------------------- -------- ---------------------------------------------- --------
<S> <C> <C> <C>
A. Dean Arganbright 69 Retired Chairman, President, and Chief 1972
Executive Officer, Wisconsin National Life
Insurance Company, Oshkosh, WI
James L. Kemerling 60 President and Chief Executive Officer, Riiser 1988
Oil Company since 1999; Consultant, Wausau,
WI, 1996 - 1999; Chairman, President, and
Chief Executive Officer, The Specialty
Packaging Group, Inc., Wausau, WI
(manufacturer of composite cans), 1994 - 1996
John C. Meng 55 Chairman of the Board, Schreiber Foods, Inc. 2000
since October 1999; Chairman, President and
Chief Executive Officer, Schreiber
Foods, Inc., May 1999 - October 1999;
President and Chief Executive Officer,
Schreiber Foods, Inc., 1989 - 1999
</TABLE>
Mr. Arganbright, who is retired, served in the same or another position with
Wisconsin National Life Insurance Company for at least five years prior to his
retirement.
Daniel A. Bollom, former Chairman, President, and Chief Executive Officer of WPS
Resources, retired from the Board of Directors effective December 31, 1999. The
Board of Directors appointed John C. Meng to replace Mr. Bollom as the ninth
member of the Board, effective February 10, 2000. Mr. Meng was appointed as a
Class B director with a term expiring in 2002.
The following table lists the Board committees, their members, and the number of
Board and Board Committee meetings held during 1999:
<TABLE>
<CAPTION>
STRATEGIC
ACTION
DIRECTOR (* CHAIRMAN) BOARD AUDIT COMPENSATION NOMINATING SHAREHOLDER PLANNING
- --------------------- -------- -------- ------------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
A. Dean Arganbright X X X* X X
Michael S. Ariens X X X* X*
Richard A. Bemis X X* X
Daniel A. Bollom X X X
Clarence R. Fisher X
Robert C. Gallagher X X X X X
Kathryn M. Hasselblad-Pascale X X X X
James L. Kemerling X X X X X
Larry L. Weyers X*
NUMBER OF MEETINGS IN 1999 10 2 5 5 0 1
</TABLE>
All directors attended a minimum of 80% of all meetings in 1999, including
meetings of the Board and each committee of which they are members.
4
<PAGE>
Other directorships held by our directors include the following:
Richard A. Bemis -- W. H. Brady Company, Milwaukee, WI
Clarence R. Fisher -- Michigan Financial Corporation, Marquette, MI
Robert C. Gallagher -- Associated Banc-Corp, Green Bay, WI
James L. Kemerling -- Badger Paper Mills, Inc., Peshtigo, WI
John C. Meng -- Associated Banc-Corp, Green Bay, WI
AUDIT COMMITTEE
All seven non-employee directors are members of the Audit Committee. Duties and
responsibilities of the Committee include:
- recommending to the Board of Directors a firm of independent public
accountants to serve as independent auditors for the next fiscal year;
- reviewing major nonaudit and special audit services proposed to be
performed by the independent public accountants and determining the
ability of the independent public accountants to maintain objectivity and
independence;
- reviewing the structure of the internal audit function;
- reviewing financial statements and satisfying itself that all disclosures
necessary for a fair presentation of the financial statements are made;
and
- receiving reports of the audit services department and independent public
accountants and recommending appropriate actions to the Board.
COMPENSATION COMMITTEE
The Compensation Committee consists of three non-employee directors. Its
function is to define and establish an executive compensation strategy for WPS
Resources and to recommend to the Board compensation, bonuses, and benefits to
be paid directors, officers, and other key employees.
NOMINATING COMMITTEE
The Nominating Committee consists of four non-employee directors. The Committee:
- recommends candidates to be nominated for election as directors at the
Annual Meeting,
- recommends candidates to fill any vacancies on the Board, and
- approves officer changes.
If you would like to propose someone to serve as a director, you can do so by
contacting the WPS Resources Secretary. As provided in the WPS Resources by-laws
any proposed nominees and appropriate biographical information must be received
by the Secretary, between January 8, 2001 and February 2, 2001 for consideration
at the 2001 Annual Meeting.
5
<PAGE>
SHAREHOLDER COMMITTEE
The Shareholder Committee consists of five non-employee directors. The primary
function of the Committee is to address issues of strategic interest to
shareholders.
STRATEGIC ACTION PLANNING COMMITTEE
The Strategic Action Planning Committee consists of three non-employee
directors. The Committee reviews and provides input to the strategic plan of WPS
Resources.
BOARD COMPENSATION
In 1999, each non-employee director received:
- a $17,500 annual retainer,
- $900 for each Board meeting attended,
- $200 for each telephonic Board meeting attended,
- $850 for each Board committee meeting attended, and
- an option to purchase 3,000 shares of WPS Resources common stock.
Employee directors receive no compensation for serving as directors.
6
<PAGE>
BENEFICIAL OWNERSHIP
This table indicates the $1 Par Value Common Stock and Stock Options owned by
the directors and officers of WPS Resources, including the five named executives
in the Summary Compensation Table, as of January 1, 2000. We believe that the
following table is an accurate representation of beneficial owners of more than
5% of any class of our securities. The table is based upon reports on Schedules
13G filed with the Securities and Exchange Commission and other information
believed to be reliable.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
AMOUNT AND NATURE OF SHARES BENEFICIALLY OWNED
JANUARY 1, 2000
----------------------------------------------------------
AGGREGATE NUMBER OF NUMBER OF SHARES
SHARES BENEFICIALLY SUBJECT TO STOCK
NAME AND TITLE OWNED (10) OPTIONS PERCENT OF SHARES
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A. Dean Arganbright
Director 3,010 3,000 *
- --------------------------------------------------------------------------------------------------------
Michael S. Ariens
Director (1) 7,786 3,000 *
- --------------------------------------------------------------------------------------------------------
Richard A. Bemis
Director 4,875 3,000 *
- --------------------------------------------------------------------------------------------------------
Daniel A. Bollom
Director (2) 18,744 3,000 *
- --------------------------------------------------------------------------------------------------------
Clarence R. Fisher
Director
President and CEO 11,463 22,000 *
Upper Peninsula Power Company (3)
- --------------------------------------------------------------------------------------------------------
Robert C. Gallagher
Director 7,811 3,000 *
- --------------------------------------------------------------------------------------------------------
Kathryn M. Hasselblad-Pascale
Director (4) 4,830 3,000 *
- --------------------------------------------------------------------------------------------------------
James L. Kemerling
Director (5) 1,614 3,000 *
- --------------------------------------------------------------------------------------------------------
John C. Meng
Director (6) 2,000 0 *
- --------------------------------------------------------------------------------------------------------
Larry L. Weyers
Director
Chairman, President, and CEO 45,667 136,000 *
WPS Resources Corporation
- --------------------------------------------------------------------------------------------------------
Patrick D. Schrickel
Executive Vice President 19,992 56,000 *
WPS Resources Corporation (7)
- --------------------------------------------------------------------------------------------------------
Daniel P. Bittner
Senior Vice President and Chief
Financial Officer 21,016 22,000 *
WPS Resources Corporation (8)
- --------------------------------------------------------------------------------------------------------
Bradley W. Andress
Vice President -- Marketing
Wisconsin Public Service 3,622 12,000 *
Corporation
- --------------------------------------------------------------------------------------------------------
All 23 directors and officers as a
group (9) 228,878 393,000 *
- --------------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1% of WPS Resources outstanding shares of common stock
7
<PAGE>
None of the persons listed beneficially owns shares of any other class of our
equity securities, except Mr. Arganbright's spouse who owns 10 shares of
Wisconsin Public Service Preferred Stock 5% Series ($100 par value).
(1) Includes 3,115 shares held by M&M Ariens, Inc.
(2) Includes 3,996 shares held in joint revocable trust.
(3) Includes 5,516 shares held in joint tenancy.
(4) Includes 1,913 shares owned by spouse.
(5) Includes 800 shares held in an individual retirement account.
(6) All 2,000 shares are held in a joint trust.
(7) Includes 200 shares held as custodian for children.
(8) Includes 577 shares held in joint tenancy.
(9) Includes, in addition to the above noted shares, 341 shares held in joint
tenancy and 40 shares held as custodian for children.
(10) Aggregate Number of Shares Beneficially Owned includes shares of common
stock held in the Employee Stock Ownership Plan and Trust, the Wisconsin
Public Service Corporation Deferred Compensation Trust, and all stock
options which are exercisable within six months of December 31, 1999. Each
director or officer has sole voting and investment power with respect to
the shares reported, unless otherwise noted. No voting or investment power
exists related to the stock options reported until exercised.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors, and persons who beneficially own more than 10% of our
common stock to file reports of changes in ownership of our common stock with
the Securities and Exchange Commission. We have reviewed statements of
beneficial ownership furnished to us and written representations made by our
officers and directors. To our knowledge, all required individuals complied on a
timely basis with all Section 16(a) filing requirements in 1999.
8
<PAGE>
SUMMARY COMPENSATION TABLE
This table shows cash and other compensation paid to or earned by each of the
Named Executive Officers for the last three fiscal years. Named Executive
Officers include the Chief Executive Officer and the next four most highly
compensated executive officers for 1999.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- -------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) (5) ($) ($) (6) ($) (#) ($) ($) (7)
- --------------------------- -------- -------- -------- --------- ---------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry L. Weyers 1999 404,167 79,126 10,031 0 136,000 0 51,996
Chairman, President, and 1998 393,214 0 9,390 0 0 0 45,189
CEO (1) 1997 245,038 0 5,178 0 0 0 56,302
Patrick D. Schrickel 1999 253,282 46,559 9,830 0 56,000 0 16,656
Executive Vice President 1998 239,389 0 9,201 0 0 0 15,705
(1) 1997 203,840 0 5,074 0 0 0 12,853
Clarence R. Fisher 1999 224,430 43,972 0 0 22,000 0 11,229
President and 1998 60,316 0 0 0 0 0 0
Chief Executive 1997 0 0 0 0 0 0 0
Officer (3)(4)
Daniel P. Bittner 1999 154,068 37,517 6,943 0 22,000 0 65,079
Senior Vice President and 1998 151,735 0 6,499 0 0 0 62,141
Chief Financial Officer 1997 138,842 0 3,584 0 0 0 53,525
(1)
Bradley W. Andress 1999 197,950 34,688 0 0 12,000 0 248
Vice President -- 1998 58,323 65,000 0 0 0 0 1,108
Marketing (2)(4) 1997 0 0 0 0 0 0 0
</TABLE>
- ------------------------------
(1) Officer of WPS Resources Corporation.
(2) Officer of Wisconsin Public Service Corporation.
(3) Officer of Upper Peninsula Power Company.
(4) Only reported compensation is that paid by WPS Resources, Wisconsin Public
Service, or by Upper Peninsula Power since its acquisition by WPS
Resources.
(5) In addition to base salary, these amounts include Elective Deferred
Compensation in the Reserve Account, Mandatory Deferred Compensation, and
vacation taken as pay.
(6) These amounts reflect Above-Market Earnings on Elective Deferred
Compensation. Perquisites for the Chief Executive Officer and the four
Named Executive Officers were less than $50,000 or 10% of the total of
salary and bonus for the year and, accordingly, are not listed.
9
<PAGE>
(7) All Other Compensation as reported in the prior table is:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
ABOVE-MARKET
CONTRIBUTIONS TO EARNINGS ON ELECTIVE DEFERRED
EMPLOYEE STOCK MANDATORY DEFERRED COMPENSATION IN THE
OWNERSHIP PLAN COMPENSATION STOCK ACCOUNT
NAME YEAR $ $ $
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry L. Weyers 1999 1,144 3,475 47,377
1998 1,436 3,253 40,500
1997 1,304 1,794 53,204
- --------------------------------------------------------------------------------------------------------
Patrick D. Schrickel 1999 0 4,241 12,415
1998 0 3,970 11,735
1997 1,150 2,189 9,514
- --------------------------------------------------------------------------------------------------------
Clarence R. Fisher 1999 1,144 0 10,085
1998 0 0 0
1997 0 0 0
- --------------------------------------------------------------------------------------------------------
Daniel P. Bittner 1999 1,529 3,524 60,026
1998 1,791 3,299 57,051
1997 1,074 1,819 50,632
- --------------------------------------------------------------------------------------------------------
Bradley W. Andress 1999 248 0 0
1998 1,108 0 0
1997 0 0 0
- --------------------------------------------------------------------------------------------------------
</TABLE>
Individual employment and severance agreements exist with 12 executives
including the officers of WPS Resources listed in the Summary Compensation Table
above. The agreements are intended to retain the services of these officers in
the event of a change in control of WPS Resources. Each agreement entitles the
officer to a continuation of salary and benefits for a maximum period of three
years after a change in control. Each employment and severance agreement also
provides a cash termination payment should there be a termination of the
officer's employment after a change in control or in anticipation of a change in
control. Total termination payments provided are not to exceed the present value
of 2.99 times the executive's average annual salary including annual bonuses for
the five years immediately preceding a change in control. The termination
payments replace all other severance payments to which the executive may be
entitled under current severance agreements.
Upper Peninsula Power entered into an employment contract with
Mr. Clarence R. Fisher in conjunction with the 1998 merger of Upper Peninsula
Energy Corporation into WPS Resources. The agreement is intended to retain the
services of Mr. Fisher for a period of time sufficient to ensure the smooth
transition of Upper Peninsula Power with WPS Resources.
10
<PAGE>
OPTION GRANTS TO NAMED EXECUTIVES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED FISCAL YEAR ($/SH) DATE $*
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Larry L. Weyers 136,000 28.45% $29.875 2/11/2009 $277,440
- --------------------------------------------------------------------------------------------------------
Patrick D. Schrickel 56,000 11.72% $29.875 2/11/2009 $114,240
- --------------------------------------------------------------------------------------------------------
Clarence R. Fisher 22,000 4.60% $29.875 2/11/2009 $ 44,880
- --------------------------------------------------------------------------------------------------------
Daniel P. Bittner 22,000 4.60% $29.875 2/11/2009 $ 44,880
- --------------------------------------------------------------------------------------------------------
Bradley W. Andress 12,000 2.50% $29.875 2/11/2009 $ 24,480
- --------------------------------------------------------------------------------------------------------
</TABLE>
Options granted on May 6, 1999 will vest at a rate of 25% per year over a
four-year period ending on February 11, 2004. The first 25% of the options
granted vested in February 2000. The year-end closing price of our stock was
$25.125. The aggregate dollar value of in-the-money unexercised options held at
year end was zero. There were no stock appreciation rights granted to any
employee in 1999.
* The grant date present value in column (f) is based on an option value
of $2.04 per option. This value is calculated using the standard
Black-Scholes Model. For purposes of determining the value of these
options, the following assumptions were made:
<TABLE>
<S> <C>
Annual dividend yield 6.63%
Volatility 14.00%
Risk free rate of return 5.52%
Time of exercise 10 years
</TABLE>
The annual dividend yield is based on a dividend of $1.98 per share and
a stock price of $29.875 on the date of grant. The risk free rate of
return equals the interest rate on 10-year U.S. Treasury bonds on
May 6, 1999. The time of exercise is assumed to equal the maximum
exercise period of the options. Expected volatility is based on the
weekly price of WPS Resources common stock over the 52 weeks prior to
May 6, 1999. There were no adjustments made for non-transferability or
risk of forfeiture.
11
<PAGE>
AGGREGATED OPTIONS IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL YEAR
AT FISCAL YEAR END END
(#) ($)
- ----------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry L. Weyers 0 0 0/136,000 0/0
- ----------------------------------------------------------------------------------------------------------
Patrick D. Schrickel 0 0 0/ 56,000 0/0
- ----------------------------------------------------------------------------------------------------------
Clarence R. Fisher 0 0 0/ 22,000 0/0
- ----------------------------------------------------------------------------------------------------------
Daniel P. Bittner 0 0 0/ 22,000 0/0
- ----------------------------------------------------------------------------------------------------------
Bradley W. Andress 0 0 0/ 12,000 0/0
- ----------------------------------------------------------------------------------------------------------
</TABLE>
All options reported in the table above were unexercisable at December 31, 1999.
There were no stock appreciation rights granted to any employee in 1999.
12
<PAGE>
COMPARATIVE FIVE-YEAR INVESTMENT PERFORMANCE GRAPH
The following graph presents a five-year comparison of:
- WPS Resources' Common Stock cumulative total return,
- Standard & Poor's ("S&P") 500 Index, and
- Edison Electric Institute's ("EEI") 100 Index for the last five fiscal
years.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C>
S&P EEI
500 100
Years WPSR Index Index
1994 100 100 100
1995 135 138 131
1996 120 169 133
1997 152 226 169
1998 168 290 192
1999 129 351 157
Assumes $100 invested on December 31, 1994 in WPSR Common
Stock, S&P 500 Index & EEI 100 Index
(1) Total return assumes reinvestment of dividends.
</TABLE>
13
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
The Compensation Committee is composed of three independent non-employee
directors. The Committee administers executive compensation programs, policies,
and practices.
Our executive compensation programs are intended to motivate and promote
continuing excellent performance by management, enhance shareholder value, and
ensure continued company growth and performance by attracting, retaining, and
motivating talented executives through competitive market-based compensation.
The elements of our executive total market-based compensation program are:
- base salary,
- annual incentive programs, and
- a long-term incentive program.
Base salary for our Chief Executive Officer, other Named Executive Officers, and
other officers is determined through a market-based analysis of compensation of
similar executive positions throughout the utility industry. Pay advancement is
based on the relationship between the executive's salary and the maximum
compensation range value assigned to the executive's market-based pay grade
targets. The pay plan is designed to bring executives to their maximum
compensation range values over a seven-year period, beginning with the start of
their employment in that position. The maximum compensation range values
generally correspond to median market values and are revised annually. Minimum
range values are 80% of the maximum compensation range values. Executives
further below the maximum compensation range values receive larger salary
increases than those closer to the maximum compensation range values.
The Chief Executive Officer's annual base salary was $422,004 for the period
January 1, 1999 through December 25, 1999. At the October 1999 meeting, the
Compensation Committee reviewed the compensation of our Chief Executive Officer
and the other executive officers. Consistent with the market-based executive
compensation goals, the Chief Executive Officer's annual base salary was set at
$449,434 effective December 26, 1999. The new maximum base compensation range
value for the Chief Executive Officer of $480,680 compares to the median of 1999
market base salaries of $568,300, as reported in the Towers Perrins
Energy Industry Data Base by utilities with revenues generally comparable to
those of WPS Resources. Base salary and the related targets exclude incentive
compensation. Median total compensation including both short-term and long-term
incentive compensation reported by the same utilities was $1,521,000.
In 1999, the Compensation Committee adopted a Short-Term Variable Pay Plan. Our
Chief Executive Officer, the other Named Executive Officers, and certain other
officers and employees are eligible for this plan. Payments under the plan are
based on attaining defined performance goals relating to:
1) safety,
2) system reliability,
3) customer growth, satisfaction, and retention,
4) net income, and
5) earnings per share.
14
<PAGE>
Total awards earned under the plan in 1999, for payment in 2000, totaled
$557,005 including an aggregate of $241,862 for the Chief Executive Officer and
the other Named Executives. Details of the plan are described under Executive
Benefit Plans on the following page.
Long-term incentive compensation is provided through our Stock Option Plan
approved at the 1999 Annual Shareholders Meeting. Our Chief Executive Officer,
the other Named Executive Officers, and certain other officers and employees are
covered under the plan. The plan is intended to align the interest of officers
with shareholders. The number of options awarded was designed to increase total
compensation for the covered executives to a level reasonably comparable to
market-based total compensation. Total market compensation is based on target
levels determined through market survey data similar to that used for base
salary. Details of the plan are described under Executive Benefit Plans on the
following pages.
The Compensation Committee reserves the right to recommend revised compensation
levels after considering qualitative and quantitative facts and circumstances
surrounding actual or projected financial results and the appropriate balance
between base salary, annual incentive programs, and long-term incentive
programs.
We have considered the implications of Section 162(m) of the Internal Revenue
Code regarding the deductibility of annual executive compensation over
$1,000,000. The compensation levels for officers are substantially less than
$1,000,000. The limitations of Section 162(m) of the Code have not affected our
1999 Executive Compensation Program.
A. Dean Arganbright
Robert C. Gallagher
James L. Kemerling
15
<PAGE>
EXECUTIVE BENEFIT PLANS
The Short-Term Variable Pay Plan provides annual incentives for a limited group
of executives including each of the Named Executive Officers listed in the
Summary Compensation Table. The plan provides for various levels of bonus
payments based in part on a utility performance target and in part on a
non-utility performance target. The utility performance portion of the bonus is
based on five key measures of performance:
- system reliability,
- safety,
- customer satisfaction,
- environmental strategy, and
- net income.
Earnings per share provided by nonutility operations, customer growth, and
customer retention benchmarks determine the nonutility performance portion. The
Compensation Committee has full authority and discretion to determine the plan
participants and the amount and allocation of payments to plan participants. The
Compensation Committee must approve all awards.
The 1999 WPS Resources Stock Option Plan provides long-term incentive
compensation. The plan was approved by shareholders at the 1999 Annual
Shareholders Meeting. Options for a total of 478,000 shares of WPS Resources'
stock were granted in 1999 to a group of 19 executives. The options have an
exercise price of $29.875 per share. Twenty-five percent of the options vest
each year beginning on February 11, 2000. The Compensation Committee selects the
participants in the plan. The Committee considers any factor it deems
appropriate in selecting participants and determining their respective benefits.
The WPS Resources Corporation Deferred Compensation Plan provides benefits to
46 executives, including the Chief Executive Officer and each of the Named
Executives. The plan consists of:
- mandatory salary deferrals,
- voluntary salary deferrals,
- death benefit,
- protection of qualified pension benefit, and
- supplemental retirement benefits.
MANDATORY SALARY DEFERRALS. A payment equal to 7% of a participant's base
compensation is credited to the Deferred Compensation Plan. The amount deferred
is credited to a Stock Account and treated as if fully invested in our common
stock.
VOLUNTARY SALARY DEFERRALS. Plan participants may elect to defer any bonus paid
during the year and up to 30% of their annual base compensation. The amount is
credited, for record keeping purposes, to the Deferred Compensation Plan. The
voluntary salary deferral is credited to a Stock Account or a Reserve Account at
the election of the participant. Amounts deferred after January 1, 1996 in the
Reserve Account are credited with earnings, at the greater of 6% per annum or a
rate equal to 70% of our return on common shareholder equity.
16
<PAGE>
Voluntary Salary Deferrals made prior to January 1, 1996 are credited with a
higher earnings rate. The Compensation Committee may revise the earnings rate
applicable to the Reserve Account or the manner in which the rate is calculated,
but the rate may not be reduced below 6% per annum. The Compensation Committee
may permit a participant to defer in excess of 30% of the participant's salary.
DEATH BENEFIT. Certain Deferred Compensation Plan participants, including the
Chief Executive Officer and the other Named Executives, will receive a special
death benefit if the participant dies prior to age 62 and at the time of the
participant's death deferrals are being credited to the participant's account.
The benefit is equal to the amount of Mandatory and Voluntary Salary Deferrals
and earnings that would have been credited to the participant's account had
deferrals continued through age 62 at the rate in effect at the time of the
participant's death. Deferrals, for this purpose, are limited to a maximum 20%
voluntary deferral and exclude any bonus payments deferred. The maximum benefit
provided at death is $1,000,000. The special death benefit is payable in 15
equal annual installments. Earnings do not accrue on the undistributed balance
of the special death benefit.
PROTECTION OF QUALIFIED PENSION BENEFIT. The Deferred Compensation Plan will
provide a benefit to Plan participants to the extent that the participant's
benefits under our Retirement Plan are limited because of certain legal
restrictions.
SUPPLEMENTAL RETIREMENT BENEFITS. The Deferred Compensation Plan provides
supplemental monthly payments to certain Plan participants. The benefit is
payable if the participant:
1) retires at or after age 58,
2) terminates employment at or after age 50 with at least 10 years of
service, or
3) terminates employment at an earlier date with the written approval of
the Compensation Committee.
A prorated benefit is payable if the participant terminates employment between
the ages of 50 and 58 but prior to completing 10 years of service. The
supplemental retirement benefit can be 10% or 20% of the highest average monthly
compensation received during any 36-consecutive month period of employment as
determined by the Compensation Committee. Payments to Larry L. Weyers, Patrick
D. Schrickel, and Daniel P. Bittner will be provided at the 20% level. Payments
for Bradley W. Andress will be provided at the 10% level. Payments begin in the
later of the month following the participant's retirement or the month following
the participant's attainment of age 58 and continue for 10 years. If the
participant dies during the 10-year period, the participant's surviving spouse
will receive 50% of such payments for the remainder of the 10-year period. If
the participant dies prior to benefit commencement, the participant's surviving
spouse will receive 50% of the amount that would have been paid to the
participant for a 10-year period. Age and service eligibility requirements are
disregarded if a participant dies while actively employed. Payments terminate
upon the death of a surviving spouse.
17
<PAGE>
The following table indicates the potential annual Supplemental Retirement
Benefit that would be payable to a qualifying plan participant during the
10-year period.
<TABLE>
<CAPTION>
HIGHEST AVERAGE MONTHLY
COMPENSATION RECEIVED DURING ANNUAL BENEFITS PAYABLE
ANY 36 CONSECUTIVE MONTHS -----------------------
PRIOR TO AGE 65 10% 20%
- ---------------------------- ---------- ----------
<S> <C> <C>
$10,000 $12,000 $ 24,000
15,000 18,000 36,000
20,000 24,000 48,000
25,000 30,000 60,000
30,000 36,000 72,000
35,000 42,000 84,000
40,000 48,000 96,000
45,000 54,000 108,000
50,000 60,000 120,000
</TABLE>
The Deferred Compensation Plan contains several provisions that take effect in
the event of a change in control of WPS Resources or Wisconsin Public Service.
Upon a change in control, the minimum earnings rate for Voluntary Salary
Deferrals is the greater of 6% per annum or two percentage points above the
prime lending rate of Firstar Bank, N.A. The Supplemental Retirement Benefit
becomes immediately vested for active employees participating in the Deferred
Compensation Plan. Upon a change in control, contributions to the Deferred
Compensation Trust are required in an amount sufficient to fully fund the
benefits accrued by participants in the Deferred Compensation Plan through the
funding date. The Deferred Compensation Trust becomes an irrevocable trust upon
a change in control. The trust assets remain subject to the claims of creditors
until distributed to plan participants in accordance with each participant's
election regarding distribution.
A change in control means any of the following events:
(1) The acquisition by any person (other than WPS Resources, its
subsidiaries, its employee benefit plans, or their fiduciaries) of
beneficial ownership of 30% of the voting power of WPS Resources capital
stock outstanding;
(2) One-half or more of our Directors are not "Continuing Directors." To be
a continuing director, an individual must have been a director on May 1,
1997, or nominated, elected, or approved by a majority of directors
meeting the definition of a Continuing Director;
(3) Any merger, consolidation, or reorganization of WPS Resources with any
other corporation resulting in less than one-half of the outstanding
securities of the surviving or resulting entity being owned by our former
shareholders. For this purpose, shares owned by certain persons who are
shareholders or affiliated with a party to such transaction, or are
substantial shareholders of a party to such a transaction are excluded;
(4) Any merger or share exchange involving WPS Resources in which we are not
the controlling or surviving corporation, except a merger in which our
shareholders have the same proportionate ownership of the surviving
corporation as they held in WPS Resources immediately prior to such
merger;
18
<PAGE>
(5) Any sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of our
assets other than to a wholly-owned subsidiary of WPS Resources; or
(6) Approval by our shareholders of any plan or proposal for the liquidation
or dissolution of WPS Resources.
Wisconsin Public Service maintains 401(k) Plans and an Employee Stock Ownership
Plan. All employees of WPS Resources and its affiliates are eligible to
participate in a 401(k) Plan and the Employee Stock Ownership Plan. In 1999,
each 401(k) plan participant could defer up to $10,000 in the Plan. All
contributions to the plan are deferred on a pre-tax basis.
The Employee Stock Ownership Plan is a combination of a leveraged and market
purchase program. The loan is guaranteed by Wisconsin Public Service. Loan
proceeds were used to purchase Common Stock. As the loan is repaid, shares
become available for allocation to participants. The shares available are
allocated to those employees currently contributing to our 401(k) Plans.
Our retirement plans are non-contributory defined benefit plans. Contributions
to these plans related to specific plan participants cannot be calculated. The
plans are fully funded and no contributions were made to the plans in 1999.
Benefits at the normal retirement age of 62 (with a choice of four benefit
options payable to a surviving spouse) are determined as follows:
Final Average Pay times 55% times years of service divided by 32 less
1/2 Social Security Benefit
For purposes of this calculation, years of service will not exceed
32 years. An additional 1/2% of Final Average Pay is added for each year of
service in excess of 32 years.
Final Average Pay is the greater of the average of the 5 highest calendar
year's compensation since 1980 or the last 60 months of employment.
19
<PAGE>
Employees who were employed prior to 1982 qualify for the higher of the above
formula or a grandfathered formula equal to 1.5% of the final average pay times
years of service limited by 50% of final average pay less a Social Security
offset. The following table shows the annual retirement benefits payable at the
normal retirement age of 65 for specified salary levels and years of service
under the provisions of the Pension Plan in effect December 31, 1999, assuming
retirement on that date:
PENSION PLAN TABLE
ANNUAL RETIREMENT BENEFITS AT
NORMAL RETIREMENT AGE OF 65 YEARS
FOR YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$200,000 $ 47,701 $ 63,601 $ 79,502 $ 95,402 $104,762 $109,762
250,000 60,591 80,789 100,986 121,183 133,012 139,262
300,000 73,485 97,976 122,470 146,964 161,262 168,762
350,000 86,373 115,164 143,955 172,746 189,512 198,262
400,000 99,263 132,351 165,439 198,527 217,762 227,762
450,000 112,154 149,539 186,923 224,308 246,012 257,262
500,000 125,045 166,726 208,408 250,089 274,262 286,762
550,000 137,935 183,914 229,892 275,871 302,512 316,262
</TABLE>
Benefit amounts in the above table have been reduced for Social Security
offsets. Compensation for pension purposes differs from the amounts in the
annual compensation columns of the Summary Compensation Table for the Chief
Executive Officer and the Named Executives. Pension Compensation for the Chief
Executive Officer and the Named Executives is:
<TABLE>
<CAPTION>
NAME 1999 PENSION COMPENSATION YEARS OF SERVICE
------------------ ---------------------------- ----------------
<S> <C> <C> <C> <C>
Larry L. Weyers $453,167 14
Patrick D.
Schrickel $266,653 34
Clarence R. Fisher $230,159 1*
Daniel P. Bittner $214,864 35
Bradley W. Andress $197,950 1
</TABLE>
* Mr. Fisher's retirement benefit is equal to the sum of his benefit accrued
through December 31, 1998 under the pension plan of Upper Peninsula Power
Company and the benefit accrued under the Wisconsin Public Service pension
plan for service after December 31, 1998. Mr. Fisher's total annual
retirement benefit earned to date from the qualified pension plans is
$48,212.
Annual benefits payable from the Pension Plan are subject to a maximum
limitation of $130,000 for 1999 under the Internal Revenue Code. The amount of
compensation considered for purposes of the Pension Plan is limited to $160,000
for 1999 under the Internal Revenue Code. The Deferred Compensation Plan
provides additional monthly pension benefits for Deferred Compensation Plan
participants to compensate for any loss of benefit payable under the Pension
Plan caused by the maximum benefit limitation, compensation limitation, or any
Salary Deferral under the Deferred Compensation Plan. The additional
20
<PAGE>
payments are made only while the participant or surviving spouse receives a
monthly benefit from the Pension Plan. Annual retirement benefits presented in
the table above include the additional payments from the Deferred Compensation
Plan for the loss of Pension Plan benefits described above. Amounts were accrued
during 1999 for the unfunded future payment.
COMMON SHARE PURCHASE RIGHTS
On December 16, 1996, all shareholders were granted one stock right for each
share of our common stock they own. These stock rights may be redeemed or, under
the provisions described below, exchanged for shares of our common stock as
provided in the Rights Agreement dated December 12, 1996. All rights will expire
on December 11, 2006. These stock rights are intended to enhance the ability of
the Board of Directors to protect our shareholders and WPS Resources if there is
an attempt to gain control of WPS Resources that is not in the best interests of
our shareholders.
The Rights are not presently exercisable. Each stock right will provide a
shareholder the right to purchase one share of common stock at an exercise price
of $85. The exercise price of $85 is subject to adjustment. Ten days after any
person or group of affiliated or associated persons acquires 15% or more of our
common stock or announces a tender offer for 15% or more of our common stock,
each stock right becomes exercisable. Each shareholder will then be entitled to
purchase shares at the then current exercise price with a market value of twice
the current exercise price. Any inadvertent acquisition of 15% or more of our
common stock will not cause these stock rights to be exercisable, if there is
prompt divestiture of shares to reduce holdings below 15%. Shares required by
the exercise of these rights will be provided from authorized and unissued
common shares or treasury shares. The exercise of these stock rights will have
the effect of diluting the shares being acquired by an entity attempting to
acquire WPS Resources. Stock rights do not become exercisable if the acquisition
of 15% or more of our common stock is by WPS Resources, its subsidiaries, or its
benefit plans. Rights on shares held by a person or group of affiliated or
associated persons acquiring 15% or more of our stock will be null and void. A
Summary of Rights to Purchase Common Shares is available to shareholders upon
request.
OTHER BUSINESS
At the time this Proxy Statement went to press, no proposals had been submitted
by shareholders for consideration at our May 11, 2000 Annual Shareholders
Meeting. If any shareholder proposals are properly presented at the Annual
Meeting, the persons named as proxies will vote them in accordance with their
best judgment.
Our officers, directors, and employees may solicit proxies by correspondence,
telephone, electronic communications, or in person, but without extra
compensation. Banks, brokers, nominees, and other fiduciaries may be reimbursed
for reasonable charges and expenses incurred in forwarding the proxy soliciting
material to and receiving proxies from the beneficial owners.
21
<PAGE>
ANNUAL REPORTS
Our 1999 Annual Report, including the financial statements and the report of its
independent public accountants, Arthur Andersen LLP, is enclosed with this proxy
statement. The Board has reappointed Arthur Andersen LLP to serve as our
independent public accountants for calendar year 2000. Representatives of Arthur
Andersen LLP will be at the Annual Meeting and will have a chance to make a
statement if they desire. They will also be available to respond to your
questions.
AN ANNUAL REPORT IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FORM 10-K. IF YOU ARE A SHAREHOLDER AND WOULD LIKE TO RECEIVE A COPY OF OUR 1999
FORM 10-K, WITHOUT EXHIBITS, PLEASE WRITE TO BARTH J. WOLF, SECRETARY AND
MANAGER -- LEGAL SERVICES, AT WPS RESOURCES CORPORATION, P. O. BOX 19001, GREEN
BAY, WISCONSIN 54307-9001
FUTURE SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals, for inclusion in the proxy
statement for our 2001 Annual Meeting of Shareholders is November 20, 2000.
Proposals must be submitted in compliance with Securities and Exchange
Commission regulations. The Securities and Exchange Commission requirements are
defined in Rule 14a-8 of the Securities Exchange Act of 1934. As provided in the
WPS Resources by-laws any nominations for directors or other business (except
shareholder proposals submitted pursuant to Rule 14a-8) must be received between
January 8, 2001 and February 2, 2001 or they will be considered untimely.
Persons named in proxies solicited by the Board of Directors of WPS Resources
for its 2001 Annual Meeting of Shareholders may exercise discretionary voting
power with respect to any untimely proposal.
WPS RESOURCES CORPORATION
/s/ BARTH J. WOLF
BARTH J. WOLF
SECRETARY AND MANAGER -- LEGAL
SERVICES
22
<PAGE>
ELECTION OF DIRECTORS:
Michael S. Ariens, Kathryn M. Hasselblad-Pascale, and
Larry L. Weyers
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.)
- ----------------------------------------------------------------
FOR ALL NOMINEES EXCEPT
THOSE WRITTEN IN SPACE AT LEFT / /
WITHHOLD AUTHORITY FOR ALL NOMINEES / /
- ----------------------------------------------------------------
PLEASE MARK ONE BOX ONLY IN ELECTION OF DIRECTORS, SIGN
EXACTLY AS YOUR NAME IS PRINTED ON THIS CARD, DATE, AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Signature(s) of shareholder(s)
Date: , 2000
-----------------------------------------------------
- --------------------------------------------------------------------------------
DETACH PROXY CARD AT PERFORATION
THE ABOVE FORM IS YOUR PROXY.
PLEASE READ BOTH SIDES, VOTE, SIGN EXACTLY AS YOUR NAME
APPEARS, DATE, DETACH AT THE PERFORATION, AND RETURN
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
WPS RESOURCES CORPORATION
700 North Adams Street, P.O. Box 19001, Green Bay, Wisconsin 54307-9001
March 20, 2000
Dear WPS Resources Corporation Shareholder:
Enclosed for your review is a copy of our 1999 Annual Report and our Proxy
Statement. You are cordially invited to attend the 2000 Annual Shareholders
Meeting which will be held at 10:00 A.M., on Thursday, May 11, 2000 at the
Weidner Center, University of Wisconsin - Green Bay, 2420 Nicolet Drive, Green
Bay, Wisconsin. An organ concert will precede the meeting beginning at 9:30
A.M. Directions to the meeting location are included on the reverse side of this
page. Free parking will be available.
The formal Notice of Annual Meeting of Shareholders and Proxy Statement which
appear in the accompanying booklet provide information concerning matters of
interest to our shareholders.
Whether you own many shares or only a few, your vote is important to our
continued success.
PLEASE VOTE, SIGN EXACTLY AS YOUR NAME APPEARS, DATE, AND PROMPTLY MAIL
THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU WILL BE
ATTENDING THE MEETING, PLEASE INDICATE YOUR INTENTION ON THE REVERSE SIDE
OF THE PROXY WHERE YOU ALSO MAY INDICATE TOPICS WHICH YOU WOULD LIKE TO
HAVE DISCUSSED AT THE MEETING.
Sincerely,
/s/ Larry L. Weyers
LARRY L. WEYERS
Chairman, President, and
Chief Executive Officer
<PAGE>
PROXY - WPS RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL SHAREHOLDERS MEETING
TO BE HELD ON MAY 11, 2000
The undersigned hereby appoints Larry L. Weyers and Barth J. Wolf as Proxies,
each with the power to appoint a substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side of this form and, at
their discretion, upon such other business as may properly come before the
meeting, all the shares of common stock of WPS Resources Corporation held of
record by the undersigned on March 10, 2000, at the Annual Meeting of
Shareholders to be held on May 11, 2000, at 10:00 A.M., CDT, or any adjournment
thereof:
(THIS PROXY IS CONTINUED, AND IS TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
Check this box if you plan to attend the Annual Shareholders Meeting. / /
Number attending
------
Please indicate in the space below any topics which you believe should be
addressed as part of management's presentation at the Annual Shareholders
Meeting.
DIRECTIONS TO THE WEIDNER CENTER,
UNIVERSITY OF WISCONSIN - GREEN BAY
- --------------------------------------------------------------------------------
RECOMMENDED ROUTES TO
UNIVERSITY OF WISCONSIN - GREEN BAY
THE CITY ROUTE:
54-57 (University Ave.) to the University Ave.
Nicolet Drive exit. Nicolet Drive to the campus main MAP
entrance.
THE SCENIC ROUTE:
Monroe-Quincy (57) or Webster Ave. north from
downtown Green Bay to East Shore Drive, east along
the bay to the campus. N. Irwin Ave. or Danz Ave. may
also be taken north to East Shore Drive.
FROM 41 SOUTH, 41-141 NORTH:
I-43 South (Tower Drive) to exit 185 (54-57), or 172 east
to I-43, then north to Exit 185 (54-57), 54-57 to University
Ave.-Nicolet Drive exit, Nicolet Drive to campus.
FROM AUSTIN-STRAUBEL FIELD:
172 east to I-43, then north to Exit 185 (54-57), 54-57 to
University Ave.-Nicolet Drive exit, Nicolet Drive to campus. MAP
FROM I-43 SOUTH:
I-43 North to Exit 185 (54-57), 54-57 to University Ave.-
Nicolet Drive exit, Nicolet Drive to campus.
FROM 29 EAST:
29 West to I-43 North, I-43 to Exit 185 (54-57), 54-57
to University Ave.-Nicolet Drive exit, Nicolet Drive to campus.
- --------------------------------------------------------------------------------
