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Filed by WPS Resources
Corporation
Pursuant to Rule 425
under the Securities Act of 1933, as amended,
and deemed as filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject Company: WPS
Resources Corporation
Commission File Number: 1-11337
WPS RESOURCES
CORPORATION
Moderator: Larry Weyers
Creating a Midwest Energy Leader
New York
July 12,
2006
11:00 am CT
Larry Weyers: |
I
think we would like to go ahead and get started, if we could. By all means, go ahead and
continue to eat. And well talk, and then we will open it up for questions and
answers later on. |
|
Thank
you all for being here this afternoon. I am Larry Weyers, the Chairman, President and CEO
of WPS Resources Corporation. With me today is Tom Patrick, Chairman, President and CEO
of Peoples Energy. And also, we have Joe OLeary, Senior Vice President and Chief
Financial Officer of WPS Resources; Tom Nardi, Executive Vice President and Chief
Financial Officer of Peoples Energy; and Doug Ruschau, Vice President and Treasurer of
Peoples Energy. |
|
Before
we begin, I need to point out that this presentation contains forward-looking statements
within the definition of the Securities and Exchange Commissions Safe Harbor rules,
indicating pro forma and other information regarding the proposed combination of our two
companies. Forward-looking statements are beyond the ability of either company to
control, and in many cases, neither WPS or Peoples Energy can predict what factors might
cause actual results to materially differ from those from the forward-looking statements,
and I would refer you to our filed documents pertaining to this. |
|
With
that out of the way, Id like to just state that as we announced earlier this week,
WPS Resources and Peoples Energy have reached agreement on a definitive merger agreement
that will combine our two great companies. Both companies are very excited about this
transaction, and we believe that it represents a powerful strategic and financial
combination. |
|
Today,
we would like to review with you the highlights of that transaction and the benefits to
key stakeholders, after which we will open it up for questions and answers. I know that
some of you might have heard this presentation earlier this week in our teleconference,
and I apologize to those people who are going to be sitting through this for a second
time. But we wanted to stick to the presentation that we have already put out to the
general public and the financial community today. |
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|
Turning
to slide four, we believe that this is a compelling transaction that creates a larger,
stronger and a more diversified regulated utility business in the Midwest. In a
consolidating industry, in which size and scale matters, were convinced that both
companies have found the very best possible partner. The combined companies will obtain
the majority of its earnings from low-risk utilities operations, as is the case now for
both companies. |
|
Our
regulated utilities will remain our core business, and as such will generate a steady and
reliable earnings and cash flow stream. These regulated utilities are good operational
fits, and the combined regulated businesses will have greater market and regulatory
diversity from a four-state marketing area. |
|
The
combined service company will be better positioned to serve its customers. We will
maintain a focus on operational excellence and a constructive regulatory approach, and we
already have significant identified opportunities to grow our rate base through more
capital investment. |
|
At
the same time, the stability of our regulated businesses will give us the ability to
continue expanding prudently in complementary non-regulated energy marketing services. We
will also continue to evaluate our other assets, including our oil and natural gas
production and our non-regulated power investments, as part of our active asset
management strategy. |
|
Prior
to closing, a transition team consisting of members from both companies will carefully
evaluate the strategic options of all of our businesses, and the combined Board will
consider these in order to maximize shareholder value and maintain a strong credit
profile for the combined company. |
|
From
a financial perspective, the transaction is attractive for both companiesshareholders.
We project that it will be accretive to shareholders in 2008, excluding some residual
transition costs that may remain in that year, once the companies have been integrated
and our regulatory plans have been executed. |
|
We
already have $80 million in identified potential annual synergies. About $72 million of
that will come from our regulated business and another $8 million from our
non-regulated businesses. These synergies will be achieved over time, and it is expected
that a one-time cost to obtain these synergies of $200 million, approximately. |
|
Following
the closing, current WPS Resources shareholders will benefit from a 16.8% dividend
increase, based on our current dividend. Peoples Energy shareholders will maintain about
the same level of dividend income. The combined company will be committed to maintaining
a strong balance sheet and credit profile. |
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|
Our
intent is to create a credit profile that maintains WPS Resources current credit
profile. This will support ongoing strategic initiatives and possibly further growth.
Finally, the combined company will have a larger equity market capitalization, with
increased market liquidity. This should enhance our ability to raise equity when needed. |
|
Now,
Im going to turn the podium over to my friend and colleague, Tom Patrick, who will
discuss some of the key metrics of the combined companies. Tom? |
Tom Patrick: |
Thanks,
Larry. We, at Peoples Energy, are excited about this transaction and believe its a
win-win for the shareholders of both companies. Both of our companies have for some time
publicly expressed the desire to build scale so as to better compete in a consolidating
industry. |
|
At
Peoples Energy, we have found an ideal partner in WPS, whom we have admired for some time
for their success in building value for their shareholders through their regulated and
non-regulated businesses. |
|
The
terms of the deal are attractive to both companies shareholders. The earnings from
the combined company will come predominantly from regulated utility operations, which
lend stability to earnings and cash flows. In addition, synergies will be derived from
both regulated and non-regulated sources. |
|
Turning
to slide five somebody got to do that for me. |
|
The
combined company will be a leading regional energy company. On the regulated side, we
will have about this is real approximate 1.637 million natural gas
customers and about 477,000 electric customers, over 2.1 million customers in total.
Total assets will be about $9.2 billion. |
|
The
combined companys market cap will be an estimated $3.6 billion, and it will have an
enterprise value of about $6.1 billion. Combined adjusted historical EBITDA for the 12
months ending March 31, 2006 would have been approximately $675 million. On a pro forma
basis, regulated operations would have accounted for 60% of this combined adjusted
historical EBITDA. |
Larry Weyers: |
Okay.
The next slide summarizes the terms of the transaction. Under the definitive merger
agreement, which was unanimously approved by both of our Boards of Directors, each common
share of Peoples Energy outstanding immediately prior to the merger will be exchanged for
0.825 shares of WPS Resources common stock. |
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|
As
of Wednesday, July 5, 2006 closing prices prior to the publication of the article in the
Wall Street Journal, this would result in an approximate value of $41.39 per share for
Peoples Energy stock and represents a premium to Peoples Energy shareholders of
approximately 14.2% based on the 20-day trading average closing prices ending July 15,
2006 and approximately 15% based on the closing price for the Peoples Energy on July 5,
2006. |
|
Upon
consummation of the merger, WPS Resources shareholders will own approximately 57.6% of
the combined companies, and Peoples Energy shareholders will own approximately 42.4%.
After closing, it is intended that the dividend of the combined companies will be 66
cents per quarter. |
|
I
will serve as President and CEO of the combined companies. My colleague and friend Tom
Patrick, Chairman, President and CEO of Peoples Energy, announced earlier this year his
intention to retire. Jim Boris, the current lead director for Peoples Energy, will serve
as the non-executive Chairman of the Company of the Board. |
|
The
Board of Directors will have an executive committee, comprised of myself and Bob
Gallagher, who is currently the lead director for WPS, and Jim Boris and Keith Bailey
from the Peoples Board. The majority of the combined companys Board members
will come from WPS Resources. Other key members of the combined companys management
team will be determined at a later date. |
|
The
combined holding company headquarters will be located in Chicago, while the regulated
operating units will retain their existing headquarters. The non-regulated energy
marketing businesses of the combined company will also be headquartered in Green Bay,
Wisconsin. |
|
Now,
let me take you through some of the benefits to shareholders and other key stakeholders
in a little bit more detail. The combine companys shareholders will benefit from
six main sources of value. First, our regulated business operations will be larger and we
will have greater regulatory diversity. We will have constructive and proactive dialogue
with regulators in all of our jurisdictions. In addition, service territories stretching
through four states will provide diversity in terms of the markets served. |
|
Second,
there are significant capital investment opportunities to grow our rate base.
Construction of Weston 4 is expected to be completed in 2008. Thats our coal-fired
plant that were building in Central Wisconsin. Through March 31, 2006, capital
expenditures on this project since its inception are $317 million. Total capital
expenditures by the end of the project will be $549 million. We also see opportunities to
accelerate Peoples Energy Corporations infrastructure modernization capital program
in Illinois, provided the right regulatory framework is put in place. |
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Third,
our 33% stake in the American Transmission Company provides regulated earnings growth. As
you know, there has been very good regulatory support from the Federal Energy Regulatory
Commission and the State Commissioners for expansion and improvement of the transmission
systems in the Upper Peninsula Power territory and also in Wisconsin. And we stand to
benefit from that expansion. |
|
Our
non-regulated energy marketing businesses are also complementary and provide a strong
growth platform, giving us a larger and more diversified presence in attractive markets.
We see continued growth for them within a robust and disciplined risk management
framework. |
|
Well
also continue our rigorous asset management strategy. As you know, both companies
announced recent divestitures; Sunbury and Guardian pipeline for WPS Resources and the
power generation assets of Peoples Energy. This asset review will extend to Peoples Energys
oil and natural gas production operations, as well as WPS Resourcesongoing review
of its non-regulated power generation assets. And I would quickly add that they will also
extend to all of the assets in the combined companies. |
|
Finally,
we see that the potential opportunity to realize approximately $80 million per year
in pre-tax synergy savings to be achieved over time, about $72 million of that on the
regulatory side and about $8 million on the non-regulated side. |
|
Turning
to slide nine, our employees and our service area communities are also key stakeholders
in this transaction. We will continue striving to enhance the customer experience in all
of our businesses, and we believe consumers will benefit from the sharing of best
practices and our strong commitment to service quality. In fact, WPS Resources has a
history of serving customers and being recognized for doing that. |
|
One
example is that in 2005, J.D. Power & Associates electric and natural gas customer
satisfaction studies indicated that Wisconsin Public Service achieved an overall
satisfaction rating within the Midwest of fourth out of 19 utilities in the electric and
fifth out of 20 utilities in the natural gas study. J.D. Power & Associates
classified Wisconsin Public Service Corporation thats our electric and
natural gas subsidiary as an all-time best residential electric performer, because
we ranked in the top quartile nationally over a seven-year period, an indication that
Wisconsin Public Service has a strong record of performing for customers. |
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The
second example is that of in 2005, MastioGale customer satisfaction survey listed
WPS Energy Services thats our non-regulated energy marketing subsidiary
as fourth out of 38 in overall customer satisfaction. Since first appearing in
that survey in 1999, WPS Energy Services customers have consistently ranked it in
the top 10 in the MastioGale customer satisfaction ratings. A new feature of the 2005
MastioGale study, the customer value index score, combined price and customer
satisfaction rankings into a single rating of the Company. WPS Energy Services finished
second in that index. |
|
In
2006, WPS Resources was named Fortunes Most Admired Company in the
energy industry, and Forbes named us the Best Managed Utility Company in America.
We will strive to maintain and further enhance that reputation going forward. In
addition, Peoples Energy has a 150-year tradition of reliable service and innovation in
the Chicagoland area, and we hope to build on that tradition. |
|
Recognizing
the talented, dedicated and professional employees are the key to success in any
business, we will also continue to emphasize strong employee relations. The combined
company will provide greater opportunities for our employees, by virtue of not only a
larger service area and diverse operations, but also our larger growth platform and our
improved ability to take advantage of strategic opportunities. |
|
Finally,
we will maintain our commitment to improving the communities in which we serve, and the
combined company will maintain the strong civic, community and philanthropic presence
that both companies now have. |
|
The
next slide provides a summary of our regulated businesses, which will combine to provide
the combined company with a stable growth stable organic earnings growth. Our
utility service territories are attractive and vibrant, and diverse economies and healthy
market conditions. We will focus our capital investment program on regulated generation
and distribution operations that will grow rate base while maintaining competitive
utility rates for our customers. |
|
We
will share core values across the organizations, and will work hard to have a
constructive regulatory approach that is so critical to long-term success. Once weve
combined the businesses, we also see the potential for synergies by sharing of best
practices and eliminating redundant and overlapping functions. Finally, our strong
balance sheet will enable us to continue to maintain strong credit ratings and ready
access to the capital markets. |
|
The
next slide summarizes our wholesale and retail electric marketing businesses, which are
also very complementary. We see strategic opportunities to grow in our current service
areas by combining our focus on retail and wholesale customers, as well as expanding into
new territories. |
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The
combination of our two businesses leverages their expertise, reputation and assets and
expands their geographic reach. For example, we will have a strong presence when the
Illinois electric markets open in 2007. Both of the organizations take a disciplined
approach to risk management, which has been ingrained over the years in the culture of
both companies. |
|
Ill
turn now the podium over to Tom, who will discuss Peoples oil and natural gas
production business and the financial highlights and business mix for the new company.
Tom? |
Tom Patrick: |
Okay.
Thanks, Larry. On this slide, 12, we have summarized Peoples Energys oil and
natural gas production business, which has been a significant source of growth in
earnings for us in recent years. Those assets include approximately 235 billion cubic
feet of proven reserves on a pro-forma basis, as well as a significant amount of probable
reserves and a large inventory of drilling opportunities. |
|
Now,
well turn to financial highlights. On slide 14, the transaction is projected to be
accretive to shareholders in 2008, excluding residual transition costs, once the
companies have been integrated and regulatory plans have been executed. The combined
company will offer a strong and sustainable dividend, which Larry will have more to
comment on in a minute. The combined company will also remain committed to credit quality
and balance sheet strength. Our objectives are to maintain WPS Resources strong
investment-grade rating and to use our combined balance sheet and financial profile to
support our growth. |
|
Slide
15 illustrates the pro-forma business mix. As shown, regulated utility EBITDA represented
about 60% of total combined results on a 12 months ended March 31, 2006 basis. |
|
Now,
Ill give the call back to Larry to discuss synergies and the dividend. |
Larry Weyers: |
Thank
you, Tom. The next slide provides details regarding the estimated annual synergies that
we expect from this transaction. The combined company estimates steady-state synergies of
approximately $80 million. We see an opportunity for savings from corporate overhead and
redundancies such as corporate staff, IT integration, administrative and public company
costs, facilities and a few others. We have an aggressive timeline for implementation and
execution. Our transition teams will be focused on delivering operational excellence. |
|
In
addition, the combined company will continue to work towards long-term implementation of
best practices. One-time costs to achieve are expected to be about $200 million for such
things as IT integration, upgrades, severance and relocation and other fees and expenses.
Our synergy estimates are based upon an analysis which was prepared both with our
internal people and with assistance from Booz Allen Hamilton, the nationally recognized
consulting firm with a great deal of expertise in that particular area. |
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Turning
to the next slide, a strong dividend has always been important to the shareholders of
both companies. WPS Resources has been increasing dividends for 47 consecutive years
while still maintaining strong credit ratings. Peoples Energy also has a long tradition
of maintaining a strong and growing dividend. We intend to continue this tradition in the
years ahead. After closing, it is intended that the dividend of the combined companies
will be 66 cents per quarter. |
|
This
expected combined company dividend will represent a 16.8% increase to the current
quarterly dividend rate for WPS Resources shareholders and after taking into account the
exchange ratio, a continuation of the annual dividend income stream for Peoples Energys
shareholders. The combined company payout ratio will be in line with our peers, and we
will target an average annual payout ratio between 60 and 65%. |
|
Let
me now turn the podium back over to Tom to discuss our execution plan and the regulatory
steps that need to be put in place in order to complete this transaction. |
Tom Patrick: |
Thanks.
The transaction timeline is laid out on slide 19. During the third quarter, we anticipate
filing our joint proxy statement and regulatory filings. Developing the detailed
transition implementation plan and obtaining the needed approvals will take us through
the end of the year, and we anticipate holding shareholder meetings for each company
during the last calendar quarter of this year. While there is some chance we could
receive the regulatory approvals in December, we believe January or February is more
likely. We will close very soon after we receive those approvals. |
|
In
terms of regulatory milestones, on slide 20, as I noted earlier, we plan to file for
regulatory approval in Illinois by August and we will seek expedited review. Our filing
will include a request for a regulatory mechanism that will facilitate the acceleration
of planned infrastructure modernization in the City of Chicago. |
|
Peoples
Gas and North Shore Gas for some time have been discussing the need for rate relief. And
their plan is to make rate case filings with the Illinois Commerce Commission. These
filings will be delayed to allow for a clear focus by all parties on the merger filing.
As the merger process proceeds, Peoples will continue to discuss and evaluate when the
best timing for these rate filings might be. |
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Larry Weyers: |
Now,
just a quick comment on the rate case that Wisconsin Public Service Corporation has
filed. We filed that rate case back in March 31st of this year. Hearings have been
scheduled for September, and we anticipate that an order will be received in December and
the rates will become effective in January. |
|
So
before we open it up to questions and answers, Id just like to summarize. We
believe the combination of these two companies creates value for all stakeholders. It
will create a regional energy leader that is focused on customer service excellence, and
we continue to grow and enhance our core regulated operations and the non-regulated
energy marketing businesses. In addition, we will continue to implement our asset
management strategy while we maintain strong credit quality and focus on an ultimate goal
of creating long-term value for shareholders and benefits for all of our stakeholders. |
|
So
with that, I guess what we would like to do is open it up for questions. Tom and I will
try to respond to any questions that you might have. |
Questions and Answers
<A-LarryWeyers>: Yes, sir,
right here.
<Q>: |
I
was wondering if you could just talk a little bit more about what kind of reaction you've
had particularly at the ICC. Youve had a couple of days. I know you guys probably
spoke to them initially, but if you could give a little bit more of a flavor for what
their biggest concern was or focus was or positive was, whatever, that they what
is it how they actually responded to this? And if you could just give us a little
more of a flavor for that, I think that would be helpful. The second question I have for
you is on the rate relief question. I understand the idea of getting this thing through
or getting this thing this process underway, because that really means that we are
not going to have probably a filing until after the ICC rules on it? And just in general,
what about the idea of bundling them together? Is that just completely unrealistic
concerning if the ROE is as low as you guys are saying it is, we would just expect
that there would be some sort of relief going underway relatively soon. And Im just
trying to get a little bit more of a flavor for the strategy behind that. Yeah. |
<A - Thomas Patrick>: |
Why dont I start, and Larry, add what you wish on this. Just in terms of
communication with the Commission, weve only had preliminary communication with the
Commission about this. We havent gotten into detailed discussions with anyone. And
so I cant say that I have a specific response from the Commission. Id say that
if you would judge by the public comments made by a variety of folks, they are encouraged
and will be relatively welcoming to WPS. Larry dwelled for some time on their excellent
record of customer service and their excellent record in terms of dealing with regulators
in Wisconsin, and that is very much a plus. Its no secret that we have had some
bumps in the road in our relationship with the Illinois Commerce Commission. And while we
believe we have put that behind us, to the extent there is any residual concerns there,
bringing in a partner like WPS, with its sterling reputation, can only bode well for us. |
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<A - Larry Weyers>: |
With regard to your second question, we have had a lot of our experts trying to think
about the appropriate regulatory strategy. And weve decided that we would segregate,
separate the two filings, one for the approval of the merger and then to file a rate case
after the merger decision is made. The reason we did that is primarily because if you mix
the two, it gets to be a little bit confusing, and you could get conditions that are
probably somewhat onerous, more onerous than if you separate the two, have a clear path to
decide if the merger is going to take place. And then, we can determine what rate relief
is needed and file at that time. I think it would also potentially delay the transaction
approval if we included it with a rate filing. So that was basically the logic behind
that. We have a lot of minds who know a lot more about it than I do working on that, and
we decided that would be the clearest strategy. Other questions? |
<A - Thomas Patrick>: |
Let me just add one more point on that, because in terms of setting ourselves up as best
as possible to achieve a speedy merger approval, we are relying on the fact that, in fact,
the Illinois Commission has a track record in recent years of acting pretty quickly on
merger applications. So to the extent we minimize unnecessary complications, it can only
help us to achieve that goal. |
<A - Larry Weyers>: |
Questions back there. |
<Q>: |
[Question
Inaudible]. |
<A - Larry Weyers>: |
The question is, how much overlap is there in the marketing base of our two non-regulated
marketing businesses. Is that correct? |
<A - Thomas Patrick>: |
Very little, actually. We operate primarily in Illinois, and that is a jurisdiction where
Energy Services Incorporated, ESI, WPSs group, WPS/ESI operates to an extent, but
thats far and away where we are most concentrated in both electric and gas sales. We
also operate in Michigan. They are far more diverse and spread in quite a number of other
locations. |
<A - Larry Weyers>: |
WPS Energy Services does operate in Michigan extensively, and also we do have an operation
in Illinois. But its a relatively new operation in Illinois and hasnt been
expanded yet. So were looking forward to the combination there as being very
synergistic and pretty powerful in the marketplace. |
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<A - Thomas Patrick>: |
And timely, because beginning in 2007, which is not very far away, the electric market in
Illinois finally opens up, and the combined company will be well-positioned to take
advantage of that. |
<A - Larry Weyers>: |
Back there. |
<Q>: |
[Question
Inaudible]. |
<A - Larry Weyers>: |
So the question is, how much goodwill is there in the transaction, where will it hang on
the balance sheet, and will we make any efforts to try to recover some of that? Is that
correct? And were going to call on our Chief Financial Officers, so they dont
get a free trip out here. So Im not sure which one of you is going to answer this. |
<A - Joe OLeary>: |
I can take that one, Larry. |
<A - Larry Weyers>: |
This is Joe OLeary from WPS Resources. |
<A - Joe OLeary>: |
Hi. At this time, we havent worked out all the accounting for this transaction. We
expect to have that done in time for the filing of the joint proxy and the S-4. We will
also have that taken into consideration when we do the filing of the application with the
ICC. |
<A - Larry Weyers>: |
There is follow-up back there. |
<Q>: |
[Question
Inaudible]. |
<A - Larry Weyers>: |
The
question is, do we know the magnitude of the goodwill? |
<A - Joe OLeary>: |
Well, we are still working out the details on all of that. When you make an acquisition,
as the acquiring company, we have to write the assets up to their fair value. So
were in the process of determining all that. |
<Q>: |
[Question
Inaudible]. |
<A - Larry Weyers>: |
The
question is, is it a relatively small item, or --? |
<A - Joe OLeary>: |
The one item you that might not be thinking about are the oil and gas properties. They
have a value fairly much in excess of their book value. So writing up the oil and gas
properties does create a fairly large purchase accounting adjustment. Then there are other
things that go the opposite direction. So the purchase accounting adjustment process is
fairly complicated to get through this, and both companies accounting departments
really need to get their heads together and work on that. That will take some time. |
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<Q>: |
[Question
Inaudible]. |
<A - Larry Weyers>: |
The
question is, can we comment on the tax basis of the oil and gas companies? |
<A - Joe OLeary>: |
No.
We've not disclosed that number, and that is something that we may include at a later
time. But we've not disclosed that number yet. |
<Q>: |
Yes.
What is your long-term outlook on E&P? Are you now more excited about -- going forward,
what do you plan on doing with E&P properties? Is this a core business that you want
to grow? What are your thoughts about E&P through this acquisition? |
<A - Larry Weyers>: |
Well, my thoughts are basically that this is a profitable operation for Peoples Energy
right now. WPS Resources doesnt know a whole lot about this E&P business. We
have not been in the E&P business. We have been studying it through the due diligence
period, but both companies have not made any decisions about any of the assets, including
E&P, at this point. And right now, were just counting on it being a profitable
operation going forward. But as you know, WPS Resources has an active asset management
function within its organization, and we periodically look at all of our assets and
determine whether we have the right portfolio or not. So were going to be taking a
look at all the assets when these two companies come together and making some decisions.
But right now, were assuming that its going to continue to be a profitable
part of our operation. |
<Q>: |
Comment
a little further, I guess, on the E&P properties, I mean, like probable reserves, like
color on the hedging program. |
<A - Tom Patrick>: |
Off the top of my head, I could not give you what the probable reserve numbers are, but we
probably have that disclosed in some fashion. Tom can let you know about that. Hedging
we have had relatively heavy hedges; thats the reason why we did not earn as
well in that business a year ago. Those have been rolling off as weve also
and we have been building production this year, so the negative effect of hedges on the
business is a declining factor. And by 2008, the amount of hedges being carried will be
relatively quite small. Any further hedges, we would probably conduct, at this point, with
some consultation and coordination with WPS. |
<Q>: |
A
question about the generating assets that both companies own. Obviously, PGL's are in
that process. Are WPSs also considered non-core, at this point? |
<A - Larry Weyers>: |
The question is regarding the generation assets that we own in the non-regulated
businesses, and whether or not they are considered core at WPS. At this time, the WPS is
taking a look at all of the assets that we own. There has been some shifts in the
marketplace where we own these assets, and obviously one of those big shifts in the
marketplace is that the value of capacity has gone from something to almost nothing in
many markets. As a result of that, its becoming difficult to compete in some of
those marketplaces, particularly if you have utility players in those markets. And so as
you know, were selling our Sunbury plant. We are taking a close look at our New York
assets, have made no decisions on those assets yet. And then, the other generation
facility that we have is Westwood, in Pennsylvania. And as I said, we periodically look at
all of our assets to determine whether or not they are performing up to snuff, whether the
marketplace is still as receptive to that asset becoming a good performer or not. |
Page 13
<Q>: |
[Question
Inaudible]. |
<A - Larry Weyers>: |
The question is, with regard to the balance sheet, how do we plan to rebalance the balance
sheet, assuming that were going to get large cash inflows from the sale of maybe
some of these generation assets that I just talked about. I hope the inflows are large
enough so its a big problem for me, but I dont know that thats going to
be the case. In any case, we still have a lot of construction to do on Weston 4.
Thats going to require something on the order of probably a couple hundred million
dollars more than has already been put into that. Its on schedule and on budget.
Its just that it wont be done until 2008, and will require additional capital
during that period of time. Were also committed to construct the Arrowhead to Weston
transmission line. And as you probably know, we have the right to put in all of the equity
for that. Its a terrific investment, but it does require cash flow for us to do
that. We also just acquired two utilities, one in Michigan and one in Minnesota, which
will require some which has required some cash outflows to do that. So we have lots
of places to put money to invest. We believe they are very good investments for us, but it
does tend to keep the balance sheet in line. And Tom just reminded me that theres a
construction program in Chicago where they put about $80 million a year into their CapEx
program. But I hope you are right. I hope those cash inflows are so great that I have a
problem with them. Any other questions, comments, concerns? If there are no others, we
very much appreciate all of you being here today. And if you have any questions, you can
call Tom or me or you can call anyone in our companies, quite frankly. Our two Chief
Financial Officers are here today to talk about it with anybody who would like to. So
thank you all for coming. And we very much appreciate your interest in our companies and
in our combination. |
END
* * *
Page 14
Additional Information
This communication is not a
solicitation of a proxy from any security holder of WPS Resources Corporation or Peoples
Energy Corporation. WPS Resources Corporation intends to file a registration statement on
Form S-4 with the Securities and Exchange Commission (the SEC) in connection
with the proposed transaction. The registration statement will include a joint proxy
statement of WPS Resources Corporation and Peoples Energy Corporation that also
constitutes a prospectus of WPS Resources Corporation, which will be sent to the
shareholders of WPS Resources Corporation and Peoples Energy Corporation. Shareholders
are urged to read the joint proxy statement/prospectus and any other relevant document
when they become available, because they will contain important information about WPS
Resources Corporation, Peoples Energy Corporation and the proposed transaction. A
definitive proxy statement will be sent to shareholders of WPS Resources Corporation and
Peoples Energy Corporation seeking approval of the proposed transaction. The joint proxy
statement/prospectus and other documents relating to the proposed transaction (when they
are available) can be obtained free of charge from the SECs website at www.sec.gov.
These documents (when they are available) can also be obtained free of charge from WPS
Resources Corporation upon written request to WPS Resources Corporation, Attention: Barth
J. Wolf, Secretary and Manager - Legal Services, P.O. Box 19001, Green Bay,
Wisconsin 54307-9001, or by calling (920) 433-1727, or from Peoples Energy Corporation,
upon written request to Peoples Energy Corporation, Attention: Secretary, 130 East
Randolph Drive, 24th Floor, Chicago, Illinois 60601, or by calling (312)
240-4366.
Participants in the
Proposed Transaction
WPS Resources Corporation, Peoples
Energy Corporation and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from shareholders in connection
with the proposed transaction under the rules of the SEC. Information about the directors
and executive officers of WPS Resources Corporation may be found in its 2005 Annual Report
on Form 10-K filed with the SEC on February 28, 2006 and definitive proxy statement
relating to its 2006 Annual Meeting of Shareholders filed with the SEC on April 7, 2006.
Information about the directors and executive officers of Peoples Energy Corporation may
be found in its Amendment No. 1 to its 2005 Annual Report on Form 10-K filed with the SEC
on December 14, 2005 and definitive proxy statement relating to its 2006 Annual Meeting of
Shareholders filed with the SEC on January 1, 2006. These documents can be obtained free
of charge from the sources indicated above. Additional information regarding the interests
of these participants will also be included in the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.
Non-Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.