-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZsz6chrClZnv61/LDBO9wKcjJMEvUkjydr6VkbeajNMESar4INg2cFTXUQW8IiS m5qQTmt/J8FRwZ1Iub8Xiw== /in/edgar/work/20000530/0000916863-00-000027/0000916863-00-000027.txt : 20000919 0000916863-00-000027.hdr.sgml : 20000919 ACCESSION NUMBER: 0000916863-00-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000530 ITEM INFORMATION: FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPS RESOURCES CORP CENTRAL INDEX KEY: 0000916863 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 391775292 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11337 FILM NUMBER: 646118 BUSINESS ADDRESS: STREET 1: 700 N ADAMS ST STREET 2: PO BOX 19001 CITY: GREEN BAY STATE: WI ZIP: 54307-9001 BUSINESS PHONE: 9204334901 MAIL ADDRESS: STREET 1: 700 NORTH ADAMS STREET STREET 2: PO BOX 19001 CITY: GREEN BAY STATE: WI ZIP: 54307-9001 8-K 1 0001.txt 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 ---------------- (Date of earliest event reported) WPS Resources Corporation - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin - ----------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-11337 39-1775292 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 700 North Adams Street, P.O. Box 19001, Green Bay, WI 54307-9001 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (920)433-4901 ------------- Not Applicable - ----------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 3 Pages 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. -2- 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 -------------------------------- D. P. Bittner Senior Vice President and Chief Financial Officer Date: May 30, 2000 -3- EX-99.1 2 0002.txt 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. ///MORE/// 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. ///MORE/// WPS Resources and WF&L Announce Merger Page 3 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. ///END/// -----END PRIVACY-ENHANCED MESSAGE-----