WPS Resources Form S-3
Registration
No.
333-_______
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C.
20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
WPS
RESOURCES CORPORATION
(Exact
name of
registrant as specified in its charter)
|
|
Wisconsin
(State
or
other jurisdiction of
incorporation
or organization)
|
39-1775292
(I.R.S.
Employer
Identification
No.)
|
|
700
North Adams Street
P.O.
Box 19001
Green
Bay, Wisconsin 54307-9001
(920)
433-4901
(Address,
including zip code, and
telephone
number, including area code, of
registrant’s
principal executive
offices)
Barth
J. Wolf
Secretary
and Manager-Legal Services
WPS
Resources Corporation
700
North Adams Street
P.O.
Box 19001
Green
Bay, Wisconsin 54307-9001
(920)
433-1727
(Name,
address, including zip code,
and
telephone
number, including area code,
of
agent for
service)
|
with
a copy
to:
Russell
E.
Ryba
Foley
&
Lardner
LLP
777
East Wisconsin
Avenue
Milwaukee,
Wisconsin 53202
(414)
297-5668
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
___________________________________________________________
If
the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box: o
If
any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: x
If
this Form is
filed to register additional securities for an offering pursuant to Rule
462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: o
If
this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act,
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering:
o
If
this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box:
x
If
this Form is a
post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the
following box: o
_______________________________
CALCULATION
OF REGISTRATION FEE
|
Title
of Each
Class of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per Unit
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
| |
|
|
|
|
|
Guaranty
of
debt securities of issued by
Peoples
Energy
Corporation (1)
|
$325,000,000
(2)
|
100%
|
$325,000,000
(2)
|
$34,775
|
(1) This
registration
statement relates to the offer by WPS Resources Corporation to fully and
unconditionally guarantee certain outstanding debt securities of Peoples
Energy
Corporation in return for the consent of the holders of the debt securities
to
an amendment to the indenture under which the debt securities were
issued.
(2) The
registration
fee has been calculated in accordance with Rule 457(o) of the Securities
Act of
1933, as amended. For purposes of this calculation, the maximum aggregate
offering price, which is estimated solely for the purpose of calculating
the
registration fee, is the aggregate book value of the Peoples Energy Corporation
debt securities that would receive the guaranty registered hereby.
CONSENT
SOLICITATION STATEMENT AND PROSPECTUS
WPS
RESOURCES CORPORATION
Offer
to
Guarantee
and
PEOPLES
ENERGY CORPORATION
Consent
Solicitation Statement
in
Respect
of the Following Notes of
Peoples
Energy Corporation:
|
Description
|
CUSIP
Number
|
Outstanding
Principal
Amount
|
|
6.9%
Senior Unsecured Notes due January 15, 2011
|
711
030
AC0
|
$325,000,000
|
THIS
CONSENT SOLICITATION AND OFFER TO GUARANTEE WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FEBRUARY 28, 2007, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY
BE
EXTENDED, THE “EXPIRATION DATE”). IF THE PROPOSED AMENDMENTS ARE ADOPTED, EACH
HOLDER OF THE NOTES WILL BE BOUND BY THE PROPOSED AMENDMENTS, WHETHER OR NOT
SUCH HOLDER DELIVERED A CONSENT. CONSENTS MAY BE REVOKED AT ANY TIME PRIOR
TO
THE EXPIRATION DATE BUT NOT THEREAFTER.
WPS
Resources
Corporation, a Wisconsin corporation (“WPS
Resources”),
is offering to
fully and unconditionally guarantee the above referenced notes (collectively,
the “Notes”)
of Peoples
Energy Corporation, an Illinois corporation (“Peoples
Energy”)
in return for
the consent of the holders of a majority of the outstanding principal amount
of
the Notes to the Proposed Amendments (as defined below). The guaranty will
be
unsecured and will be pari
passu
with WPS
Resources’ other general unsecured, unsubordinated obligations. WPS Resources
will only issue this guaranty in return for the consent of the holders of a
majority of the outstanding principal amount of the Notes to the Proposed
Amendments to the Indenture, dated as of January 18, 2001, by and between
Peoples Energy and The Bank of New York Trust Company, N.A. (successor to Bank
One Trust Company National Association), as trustee (the “Trustee”),
pursuant to
which the Notes were issued (the “Indenture”).
The
Indenture
requires Peoples Energy to file with the Securities and Exchange Commission
(the
“SEC”)
and the Trustee
the annual reports, quarterly reports and other documents (the “SEC
Reports”)
Peoples Energy
is required to file with the SEC pursuant to Section 13 or 15(d) of the
Securities
Exchange
Act of 1934, as amended (the “Exchange
Act”),
even if Peoples
Energy’s obligation to file such SEC Reports pursuant to Section 13 or 15(d)
ceases. The foregoing is referred to as the “Reporting Requirement.” The
Proposed Amendments will allow the periodic and other reports filed by WPS
Resources with the SEC to satisfy the Reporting Requirement.
(Continued
on Next
Page)
The
Solicitation
Agent for the Consent Solicitation is:
Banc
of
America Securities LLC
The
date of this
Consent Solicitation Statement and Prospectus is February 15,
2007.
(Continued
from
Previous Page)
The
proposed
amendments (the “Proposed
Amendments”)
would allow WPS
Resources, in lieu of Peoples Energy, to provide the Trustee and the holders
of
the Notes with copies of WPS Resources’ annual report and such information,
documents and other reports that are required to be filed by WPS Resources
pursuant to sections 13 and 15(d) of the Exchange Act. As long as the
guaranty remains in effect, WPS Resources will provide the Trustee and the
holders of the Notes with copies of such filed reports and information, even
if
WPS Resources is not subject to the reporting requirements of the Exchange
Act.
Peoples Energy and WPS Resources are seeking your consent (the “Consent
Solicitation”)
to the Proposed
Amendments to the Indenture in an effort to eliminate having to produce separate
Exchange Act reports for Peoples Energy after the completion of the Merger
(defined below).
Pursuant
to an
agreement and plan of merger dated as of July 8, 2006, by and among Peoples
Energy, WPS Resources and Wedge Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of WPS Resources (“Wedge”),
Peoples Energy
and Wedge will merge, with Peoples Energy being the surviving corporation (the
“Merger”),
and, as a
result of the Merger, Peoples Energy will be a wholly owned subsidiary of WPS
Resources. Upon the effectiveness of the Merger, WPS Resources intends to change
its name to Integrys Energy Group, Inc.
It
is anticipated
that WPS Resources will issue the guaranty of the Notes (the “Guaranty”),
by executing a
first supplemental indenture (the “Supplemental
Indenture”)
with Peoples
Energy and the Trustee, giving effect to the Proposed Amendments and the
Guaranty, if the following conditions are satisfied:
| · |
consents
from
Holders (as defined below) representing at least a majority in aggregate
principal amount of the Notes outstanding are validly delivered on
or
prior to the Expiration Date and not validly revoked (the “Required
Consents”);
|
| · |
the
General
Conditions (as defined below under “The Consent Solicitation—Conditions of
the Consent Solicitation”) are satisfied;
and
|
| · |
the
Merger is
consummated.
|
The
term
“Holder”
means
a
registered holder of the Notes as reflected in the records of the registrar
for
the Notes at the close of business on February 14, 2007 (the
“Record
Date”).
Where the
context requires, for purposes of this consent solicitation statement and
prospectus (the “Consent
Solicitation Statement and Prospectus”),
the term Holder
will be deemed to include: (i) any person who has been authorized by proxy
or in
any other manner acceptable to Peoples Energy to vote the applicable Notes
on
behalf of such registered Holder, and (ii) The Depository Trust Company (DTC),
and participants listed as of the Record Date on the DTC securities position
listing where DTC has authorized such DTC participants to consent as if they
were registered Holders.
The
Guaranty of the
Notes by WPS Resources provides the Holders of the Notes with an obligor that
is
publicly-held and required to file periodic and other reports with the SEC
under
the Exchange Act, with Peoples Energy remaining as an obligor as well. The
Guaranty will be unsecured and will be pari
passu
with the other
general unsecured, unsubordinated obligations of WPS Resources.
__________
See
“Risk
Factors” beginning on page 7 for a discussion of certain risk factors that you
should consider before you decide whether to consent.
Neither
the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy of
this
Consent Solicitation Statement and Prospectus. Any representation to the
contrary is a criminal offense.
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TABLE
OF
CONTENTS
|
| |
Page
|
| PROSPECTUS
SUMMARY |
1
|
| RISK
FACTORS |
7
|
| MARKET AND
TRADING INFORMATION |
7
|
| WHERE YOU
CAN FIND MORE INFORMATION |
7
|
| INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE |
8
|
| CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS |
9
|
| PROPOSED
AMENDMENTS TO THE INDENTURE AND THE GUARANTY |
12
|
| THE CONSENT
SOLICITATION |
12
|
| DESCRIPTION
OF THE GUARANTY |
16
|
| CERTAIN U.S.
FEDERAL INCOME TAX CONSIDERATIONS |
19
|
| SOLICITATION
AGENT; INFORMATION AGENT; MISCELLANEOUS |
20
|
| EXPERTS |
21
|
| LEGAL
MATTERS |
21
|
| SCHEDULE
A-1 |
A-1
|
IMPORTANT
INFORMATION
Questions
and
requests for assistance or for additional copies of this Consent Solicitation
Statement and Prospectus, the related Letter of Consent (the “Letter
of
Consent”),
or any other
related materials may be directed to Global Bondholders Services Corporation
(the “Information
Agent”)
at the address
and telephone number set forth on the back cover of this Consent Solicitation
Statement and Prospectus. Questions regarding the Consent Solicitation may
be
directed to Banc of America Securities LLC (the “Solicitation
Agent”)
at the address
and telephone number set forth on the back cover of this Consent Solicitation
Statement and Prospectus.
IN
MAKING YOUR
DECISION, YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS CONSENT
SOLICITATION STATEMENT AND PROSPECTUS, THE LETTER OF CONSENT AND THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN. PEOPLES ENERGY AND WPS RESOURCES HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER INFORMATION. IF YOU RECEIVE
ANY
OTHER INFORMATION, YOU SHOULD NOT RELY ON IT. PEOPLES ENERGY IS NOT SOLICITING
CONSENTS FROM HOLDERS IN ANY STATE WHERE THE CONSENT SOLICITATION IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS CONSENT
SOLICITATION STATEMENT AND PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE
DATE ON THE FRONT OF THIS CONSENT SOLICITATION STATEMENT AND PROSPECTUS OR
THAT
ANY INFORMATION PEOPLES ENERGY AND WPS RESOURCES HAVE INCORPORATED BY REFERENCE
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT INCORPORATED
BY
REFERENCE. NONE OF PEOPLES ENERGY, WPS RESOURCES, EITHER OF THEIR BOARD OF
DIRECTORS OR ANY OF THEIR EMPLOYEES, THE SOLICITATION AGENT, THE INFORMATION
AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION OR
RECOMMENDATION AS TO WHETHER HOLDERS SHOULD CONSENT TO THIS CONSENT
SOLICITATION. YOU SHOULD CONSULT YOUR OWN FINANCIAL AND TAX ADVISORS AND MUST
MAKE YOUR OWN DECISION WITH RESPECT TO THIS CONSENT SOLICITATION.
PROSPECTUS
SUMMARY
This
summary
highlights basic information about Peoples Energy, WPS Resources, the Consent
Solicitation Statement and Prospectus, and the Guaranty, but does not contain
all information important to you. You should read carefully all of the
information contained or incorporated by reference in this Consent Solicitation
Statement and Prospectus, including the “Risk Factors”
section.
WPS
Resources Corporation
WPS
Resources
Corporation (NYSE: WPS) is a holding company, based in Green Bay, Wisconsin,
incorporated in Wisconsin on December 3, 1993. WPS Resources’ principal
subsidiary is Wisconsin Public Service Corporation, a regulated electric and
natural gas utility that generates and distributes energy in northeastern
Wisconsin and an adjacent portion of Michigan’s Upper Peninsula. WPS Resources’
other major subsidiaries include:
| · |
Upper
Peninsula Power Company, a regulated electric utility operating in
Michigan’s Upper Peninsula.
|
| · |
Michigan
Gas
Utilities Corporation, a regulated gas distribution utility operating
in
the southern portion of Michigan’s Lower
Peninsula.
|
| · |
Minnesota
Energy Resources Corporation, a regulated gas distribution utility
operating in certain areas throughout
Minnesota.
|
| · |
WPS Energy
Services, Inc., a non-regulated subsidiary that provides energy and
related products and services in the non-regulated energy market
in the
Midwest and Northeast United States, Texas, and portions of Canada
adjacent to the markets WPS Energy Services serves in the United
States.
WPS Energy Services, through a subsidiary, develops, owns and operates
non-regulated electric generation facilities and steam production
facilities in various locations in the United States and New Brunswick,
Canada, as well as a portion of a synthetic fuel processing
facility.
|
WPS
Resources Corporation
P.O.
Box
19001
Green
Bay,
Wisconsin 54307-9001
(920)
433-1727
Peoples
Energy Corporation
Peoples
Energy
Corporation is a diversified energy holding company that, through its
subsidiaries, engages principally in natural gas utility operations and other
diversified energy businesses. Peoples Energy’s business operations are
segregated into the following segments:
| · |
The
Gas
Distribution business is Peoples Energy’s core business. Peoples Energy’s
two regulated utilities, The Peoples Gas Light and Coke Company and
North
Shore Gas Company, purchase, store, distribute, sell and transport
natural
gas.
|
| · |
The
Oil and
Gas Production business, through Peoples Energy’s subsidiary Peoples
Energy Production Company, is active in the acquisition, development
and
production of oil and gas reserves in selected onshore basins in
the
United States through direct ownership in oil, gas and mineral
leases.
|
| · |
The
Energy
Marketing business provides, through Peoples Energy Services Corporation,
gas, electricity and energy management services to industrial, commercial
and residential customers regionally within Illinois, Ohio and Michigan.
In addition, through Peoples Energy Resources Company, LLC, it provides
wholesale gas transportation, storage and supply services to marketers,
utilities, pipelines and gas-fired power generation
facilities.
|
| · |
The
Energy
Assests segment owns a propane-based peaking plant and other contractual
assets of pipeline transportation and storage in the Midwest region,
which
enables it to perform in other asset-based wholesale activities. This
segment also owns approximately 40 miles of small diameter pipes,
which
are used to provide services to local refineries in the Chicago area,
and
250 acres of land in Will County,
Illinois.
|
| · |
The
corporate
and other business includes administrative activities that support
the
other businesses and business development activities that do not
fall
under the four major business segments identified
above.
|
Peoples
Energy Corporation
130
East Randolph
Drive
24th
Floor
Chicago,
Illinois
60601
(312)
240-4366
Proposed
Merger with Peoples Energy Corporation
On
July 8, 2006,
WPS Resources, along with its wholly owned subsidiary, Wedge, entered into
an
agreement and plan of merger with Peoples Energy, pursuant to which, among
other
things, Wedge will merge with and into Peoples Energy. Following the Merger,
Peoples Energy will be a wholly owned subsidiary of WPS Resources. If the Merger
is completed, Peoples Energy shareholders will receive 0.825 shares of WPS
Resources common stock for each share of Peoples Energy common stock held.
WPS
Resources shareholders will continue to own their existing WPS Resources shares.
As a result, upon the consummation of the Merger, the former Peoples Energy
shareholders will own approximately 42 percent and the pre-Merger WPS Resources
shareholders will own approximately 58 percent of the combined company.
If
the Merger is
completed, WPS Resources will change its name to “Integrys Energy Group, Inc.”
WPS Resources common stock would continue to be listed on the New York Stock
Exchange, under the new symbol “TEG”.
If
the Required
Consents are delivered on or prior to the Expiration Date, the General
Conditions are satisfied, and the Merger is consummated, Peoples Energy and
WPS
Resources anticipate that sometime following the Merger, but no later than March
6, 2007, Peoples Energy, WPS Resources, and the Trustee will execute the
Supplemental Indenture giving effect to the Proposed Amendments and the
Guaranty. The earliest time of completion of the foregoing is referred to as
the
“Effective
Time.”
If
the Proposed
Amendments and the Guaranty become effective and operative, each Holder and
all
subsequent Holders of the Notes will be bound by the Proposed Amendments,
whether or not such Holders consented to the Proposed Amendments.
If
the Required
Consents are not delivered, the Supplemental Indenture will not be executed
and
WPS Resources will not issue the Guaranty. At any time prior to the Effective
Time, Peoples Energy may determine in its sole discretion not to proceed with
the Consent Solicitation or complete the Proposed Amendments, in which case
the
Indenture would not be amended and the Guaranty would not be
issued.
Peoples
Energy may
in its sole discretion waive any of the conditions of, or amend any of the
terms
of, the Consent Solicitation, in whole or in part, at any time prior to the
Expiration Date. See “The Consent Solicitation—Conditions of the Consent
Solicitation.”
This
Consent
Solicitation Statement and Prospectus and the accompanying Letter of Consent
contain
important
information that you should read before making any decision with respect to
the
Consent Solicitation. WPS Resources has filed with the SEC a registration
statement on Form S-4, which includes a definitive joint proxy
statement/prospectus that contains detailed information about the Merger,
including risk factors related to the Merger. Such document is incorporated
by
reference into this Consent Solicitation Statement and Prospectus. See “Where
You Can Find More Information” on page 7 for information on how you can obtain a
copy of the joint proxy statement/prospectus.
Use
of
Proceeds
WPS
Resources will
not receive any cash proceeds from the issuance of the Guaranty.
Securities
for Which Peoples Energy is Soliciting Consents
Peoples
Energy is
seeking consent from the Holders of $325 million outstanding principal amount
of
Peoples Energy 6.90% senior unsecured Notes due January 15, 2011 (CUSIP No.
711
030 AC0).
Proposed
Amendments
The
Proposed
Amendments would amend the reporting covenants in the Indenture governing the
Notes to allow the periodic and other reports filed by WPS Resources with the
SEC to satisfy any requirement for Peoples Energy to file periodic and other
reports with the SEC and to deliver such periodic and other reports to the
Trustee. For a discussion of the Proposed Amendments, see “Proposed Amendments
to the Indenture and the Guaranty” beginning on page 12.
The
Guaranty
If
the Required
Consents are delivered on or prior to the Expiration Date, the General
Conditions are satisfied, and the Merger is consummated, it is anticipated
that
Peoples Energy, WPS Resources, and the Trustee will execute the Supplemental
Indenture no later than March 6, 2007, giving effect to the Guaranty. At any
time prior to the Effective Time, WPS Resources may determine, in its sole
discretion, not to execute the Supplemental Indenture. The Guaranty provides
that WPS Resources will fully and unconditionally guarantee, on an unsecured
basis, the payment of all obligations of Peoples Energy under the Notes. The
Guaranty of the Notes by WPS Resources provides the Holders of the Notes with
an
obligor that is publicly-held and required to file periodic and other reports
with the SEC under the Exchange Act, with Peoples Energy remaining as an obligor
as well. In the event that the Consent Solicitation is withdrawn or otherwise
not completed, including as a result of the failure to receive the Required
Consents prior to the Expiration Date, WPS Resources will not issue the
Guaranty.
Ratings
Currently,
Moody’s
Investors Service (“Moody’s”)
rates the Notes
as Baa2 and Standard & Poor’s Rating Service (“Standard
&
Poor’s”)
rates the Notes
as BBB+.
On
July 10, 2006,
Moody’s placed the Baa2 senior unsecured debt rating of Peoples Energy under
review for possible upgrade. Likewise, on July 10, 2006, Standard & Poor’s
affirmed the senior unsecured ratings of Peoples Energy at BBB+ with a negative
outlook.
WPS
Resources’
senior unsecured notes are currently rated A1 by Moody’s and A by Standard &
Poor’s. On July 10, 2006, Moody’s placed the senior unsecured debt ratings of
WPS Resources under review for a possible downgrade. Likewise, on July 10,
2006,
Standard & Poor’s placed the senior unsecured ratings of WPS Resources on
CreditWatch with negative implications.
Required
Consents and Supplemental Indenture
The
Information
Agent must receive the Required Consents on or prior to the Expiration Date.
If
the Required Consents are received on or prior to the Expiration Date, the
General Conditions are satisfied, and the Merger is consummated, sometime
following the Merger, but not later than March 6, 2007, it is anticipated that
Peoples Energy, WPS Resources, and the Trustee will enter into the Supplemental
Indenture giving effect to the Proposed Amendments and the
Guaranty.
Record
Date
The
Record Date
will be the close of business on February 14, 2007.
Effective
Time
Assuming
the
Required Consents are received on or prior to the Expiration Date, the General
Conditions are satisfied, and the Merger is consummated, the Proposed Amendments
and the Guaranty will become effective and operative when Peoples Energy, WPS
Resources, and the Trustee execute the Supplemental Indenture.
Expiration
Date
The
Expiration Date
will be 5:00 p.m., New York City time, on February 28, 2007, unless extended.
This Consent Solicitation may be extended for a specified period or on a daily
basis. Consents tendered and not revoked will become irrevocable after the
Expiration Date.
How
to
Consent
A
Holder desiring
to consent to the Proposed Amendments should either: (i) complete and sign
the
Letter of Consent (or a facsimile thereof) in accordance with the instructions
therein and in this Consent Solicitation Statement and Prospectus, have such
Holder’s signature thereon guaranteed (if required) and send or deliver such
manually signed Letter of Consent (or a manually signed facsimile thereof)
and
any other required documents to the Information Agent at the address set forth
on the back cover of this Consent Solicitation Statement and Prospectus, or
(ii)
request such Holder’s broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for such Holder. A beneficial owner who has
Notes registered in the name of a broker, dealer, commercial bank, trust company
or other nominee must contact such broker, dealer, commercial bank, trust
company or other nominee if such beneficial owner desires to deliver consents
for such Notes so registered. The method of delivery of all documents, including
Letters of Consent and revocations, is at the election and risk of the Holder.
In no event should a Holder tender or deliver such Holder’s Notes.
Conditions
of the Consent Solicitation
Notwithstanding
any
other provisions of, or any prior extension of, the Consent Solicitation,
Peoples Energy may terminate, extend or amend this Consent Solicitation if:
(i)
the General Conditions are not satisfied, or (ii) the Merger is not consummated.
Peoples Energy and WPS Resources will not execute the Supplemental Indenture
unless the Required Consents are received for the Notes. Peoples Energy may,
at
any time prior to the Effective Time, determine in its sole discretion not
to
proceed with the Consent Solicitation or adopt the Proposed Amendments. In
the
event that the Consent Solicitation is withdrawn or otherwise not completed,
including as a result of the failure to receive the Required Consents, the
Proposed Amendments will not become effective and WPS Resources will not issue
the Guaranty.
Holders
The
term
“Holder”
means
a
registered holder of the Notes as reflected in the records of the registrar
for
the Notes as of the Record Date. Where the context requires, for purposes of
this Consent Solicitation Statement and Prospectus, the term Holder will be
deemed to include: (i) any person who has been authorized by proxy or in any
other manner acceptable to Peoples Energy to vote the applicable Notes on behalf
of such registered Holder, and (ii) DTC and participants listed as of the Record
Date on the DTC securities position listing where DTC has authorized such DTC
participants to consent as if they were registered Holders.
Withdrawal
Rights and Revocation
Consents
with
respect to the Notes may be validly revoked at any time prior to the Expiration
Date. Any Holder who revokes a consent may redeliver such consent within the
respective time periods and following the procedures specified herein. See
“The
Consent Solicitation—Revocation of Consents.”
Special
Procedures for Beneficial Holders
Any
beneficial
holder whose Notes are registered in the name of its broker, dealer, commercial
bank, trust company or other nominee and who wishes to consent should contact
such registered Holder promptly and instruct such registered Holder to consent
on its behalf. See “The Consent Solicitation— Procedures for Delivering
Consents.”
Consequences
to Non-Consenting Holders
If
the Proposed
Amendments become effective, each Holder and all subsequent Holders of the
Notes
will be bound by the Proposed Amendments, whether or not such Holders consented
to the Proposed Amendments.
Certain
U.S. Federal Income Tax Considerations
The
adoption of the
Proposed Amendments and the Guaranty will not constitute a taxable event for
beneficial owners of Notes for U.S. federal income tax purposes. See “Certain
U.S. Federal Income Tax Considerations.”
Solicitation
Agent
Banc
of America
Securities LLC is serving as the exclusive solicitation agent in connection
with
the Consent Solicitation.
Information
Agent
Peoples
Energy has
retained Global Bondholder Services Corporation to act as its information agent
and tabulation agent in connection with the Consent Solicitation.
Summary
Consolidated Financial Information of WPS Resources
The
annual
historical information of WPS Resources is derived from its audited consolidated
financial statements as of and for each of the years in the five-year period
ended December 31, 2005. The information as of and for the nine months
ended September 30, 2006 and 2005 has been derived from unaudited interim
financial statements and, in the opinion of WPS Resources management, includes
all normal and recurring adjustments that are considered necessary for the
fair
presentation of the results for such interim periods. The information is only
a
summary and should be read in conjunction with the consolidated financial
statements included in: (1) WPS Resources’ current report on Form 8-K dated
and filed August 9, 2006 (which updated the financial statements in WPS
Resources’ 2005 10-K to reflect the impact of discontinued operations) and
(2) WPS Resources’ quarterly report on Form 10-Q for the period ended
September 30, 2006, both of which have been incorporated by reference into
this
Consent Solicitation Statement and Prospectus, as well as other information
that
has been filed with the SEC. The historical results included below are not
necessarily indicative of WPS Resources’ future performance.
WPS
Resources Selected Historical Financial Information
(amounts
in millions, except per share data)
| |
|
As
of and for
the
nine
months
ended
|
|
As
of and for
the year ended December 31
|
|
| |
|
September
30,
2006(3)
|
|
September
30,
2005
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
2001
|
|
| |
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
(1)
|
|
$
|
5,040.9
|
|
$
|
4,496.7
|
|
$
|
6,847.3
|
|
$
|
4,890.6
|
|
$
|
4,321.3
|
|
$
|
1,461.1
|
|
$
|
1,345.4
|
|
|
Income
from
continuing operations
|
|
|
129.7
|
|
|
137.3
|
|
|
153.0
|
|
|
156.2
|
|
|
110.6
|
|
|
118.5
|
|
|
87.6
|
|
|
Preferred
stock dividends of subsidiary
|
|
|
2.3
|
|
|
2.3
|
|
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
Income
available for common shareholders
|
|
|
134.5
|
|
|
138.0
|
|
|
157.4
|
|
|
139.7
|
|
|
94.7
|
|
|
109.4
|
|
|
77.6
|
|
|
Total
assets
|
|
|
6,494.2
|
|
|
5,478.5
|
|
|
5,462.5
|
|
|
4,376.8
|
|
|
4,292.3
|
|
|
3,671.2
|
|
|
3,346.5
|
|
|
Long-term
debt
and capital lease obligation
(excluding
current portion) (2)
|
|
|
865.7
|
|
|
869.7
|
|
|
867.1
|
|
|
865.7
|
|
|
871.9
|
|
|
824.4
|
|
|
727.8
|
|
|
____________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Approximately
$1,127 million of the increase in revenue in 2003 compared to 2002
related
to WPS Energy Services’s required adoption of Issue No. 02-03,
“Issues Involved in Accounting for Derivative Contracts Held for Trading
Purposes and Contracts Involved in Energy Trading and Risk Management
Activities,” effective January 1, 2003.
(2) At
December 31, 2001, there was a $72.1 million long-term capital lease
obligation recorded in WPS Resources’ financial statements related to an
agreement with Calpine Corporation to purchase power from Calpine’s
De Pere Energy Center. The capital lease was extinguished in December
2002 when WPS Resources completed the purchase of the De Pere Energy
Center.
(3)
Includes
the impact of the acquisition of natural gas distribution assets
from
Aquila by Michigan Gas Utilities Corporation on April 1, 2006 and
Minnesota Energy Resources Corporation on July 1, 2006.
|
| |
Ratios
of
Earnings to Fixed Charges (Unaudited)
The
ratio of
earnings to fixed charges for each of the periods indicated are as
follows:
| |
Nine
months
ended
|
|
Year
ended
December 31
|
| |
September
30,
2006
|
September
30,
2005
|
|
2005
|
2004
|
2003
|
2002
|
2001
|
| |
|
|
|
|
|
|
|
|
Ratio
of
earnings to fixed charges (a)
|
3.3
|
3.9
|
|
3.7
|
4.0
|
3.3
|
3.4
|
2.4
|
|
(a)
|
In
computing
the ratios, earnings represent income before interest expense,
amortization of debt discount, premium and expense, federal and state
income taxes, and the allowance for borrowed funds used during
construction and the estimated interest component of rentals. Fixed
charges represent interest expense, amortization of debt discount,
premium
and expense and the estimated interest component of
rentals.
|
RISK
FACTORS
You
should
carefully consider the following risk factors, as well as the other information
included or incorporated by reference in this Consent Solicitation Statement
and
Prospectus, before you decide whether to consent. The risks and uncertainties
described below are not the only ones WPS Resources faces. Additional risks
and
uncertainties not presently known or that WPS Resources currently believes
to be
immaterial may also adversely affect WPS Resources.
Risks
Related to WPS Resources’ Business
For
a discussion of
risks to consider respecting the businesses of WPS Resources, see the risk
factors sections of WPS Resources’ annual report on Form 10-K for the fiscal
year ended December 31, 2005, as updated by WPS Resources’ quarterly report on
Form 10-Q for the quarter ended June 30, 2006, and WPS Resources’ other
filings with the SEC that are incorporated by reference into this Consent
Solicitation Statement and Prospectus.
Risks
Related to Peoples Energy Merger
For
a discussion of
risks to consider respecting the Merger, see the risk factors section of the
definitive joint proxy statement/prospectus relating to the Merger incorporated
by reference into this Consent Solicitation Statement and
Prospectus.
Risk
Related to the Proposed Amendments
If
the Required
Consents are received and the Proposed Amendments are adopted, WPS Resources
will provide you with its combined financial reports filed with the SEC, and
you
will not receive separate financial information about Peoples Energy on a
standalone basis.
The
Proposed
Amendments allow WPS Resources, in lieu of Peoples Energy, to provide the
Trustee and the holders of the Notes with such information, documents and other
reports that are required to be filed by WPS Resources pursuant to
Sections 13 and 15(d) of the Exchange Act. WPS Resources will provide the
Trustee and the holders of the Notes with copies of such filed reports and
information, even if WPS Resources is not subject to the reporting requirements
of the Exchange Act. Accordingly, if the Proposed Amendments are adopted, after
the Merger, you will receive reports filed by WPS Resources under
Sections 13 and 15(d) of the Exchange Act instead of receiving separate
Exchange Act reports for Peoples Energy.
MARKET
AND
TRADING INFORMATION
There
is no active
trading market for the Notes. Quotations for securities that are not widely
traded, such as the Notes, may differ from actual trading prices and should
be
viewed as approximations. Holders are urged to obtain current information from
their brokers with respect to market prices for the Notes.
WHERE
YOU
CAN FIND MORE INFORMATION
Peoples
Energy and
WPS Resources are currently subject to the informational reporting requirements
of the Exchange Act, and in accordance with these requirements Peoples Energy
and WPS Resources file reports, proxy statements and other information with
the
SEC. The reports, proxy statements and other information may be inspected and
copied at the public reference facilities of the SEC, 100 F Street N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference room. The SEC filings are available
to
the public at the SEC’s internet website at http://www.sec.gov.
The
address of
Peoples Energy’s internet website is http://www.peoplesenergy.com. The address
of WPS Resources’ internet website is http://www.wpsr.com. Any internet
addresses provided in this Consent Solicitation Statement and Prospectus are
for
informational purposes only and are not intended to be hyperlinks. No
information in either of these internet addresses is incorporated by reference
herein.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
Peoples
Energy and
WPS Resources “incorporate by reference” the information Peoples Energy and WPS
Resources file with the SEC, which means that either company can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Consent
Solicitation Statement and Prospectus, and information that either company
files
with the SEC after the date of this Consent Solicitation Statement and
Prospectus will automatically update and supersede the information in this
Consent Solicitation Statement and Prospectus. Any statement contained in a
document incorporated by reference will be deemed to be modified or superseded
for purposes of this Consent Solicitation Statement and Prospectus to the extent
that a statement contained in this Consent Solicitation Statement and Prospectus
modifies or replaces that statement. Peoples Energy and WPS Resources
incorporate by reference the documents listed below (including all exhibits
thereto, in each case, as applicable) and any future filings made by Peoples
Energy or WPS Resources with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of
the Exchange Act after the date of this Consent Solicitation Statement and
Prospectus and before the Expiration Date:
|
WPS
Resources SEC Filings (File No. 001-11337)
|
Filing
Date
|
|
Annual
Report
on Form 10-K for the year ended December 31, 2005 (excluding Item
8,
Financial Statements)
|
February
28,
2006
|
|
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 (excluding
Item
1, Financial Statements)
|
May
4,
2006
|
|
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006
|
August
3,
2006
|
|
Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006
|
November
2,
2006
|
|
Current
Report on Form 8-K dated February 8, 2006
|
February
13,
2006
|
|
Current
Report on Form 8-K dated June 9, 2006
|
June
15,
2006
|
|
Current
Report on Form 8-K dated July 1, 2006
|
July
5,
2006
|
|
Current
Report on Form 8-K dated July 8, 2006
|
July
11,
2006
|
|
Current
Report on Form 8-K dated July 10, 2006
|
July
10,
2006
|
|
Current
Report on Form 8-K dated July 12, 2006
|
July
12,
2006
|
|
Current
Report on Form 8-K dated July 13, 2006
|
July
14,
2006
|
|
Current
Report on Form 8-K dated August 9, 2006, revising indicated sections
of
WPS Resources’ Annual Report on Form 10-K (including Item 8) for the year
ended December 31, 2005 and the March 31, 2006 Form 10-Q (including
Item
1) for the impact of discontinued operations
|
August
9,
2006
|
|
Current
Report on Form 8-K dated September 21, 2006
|
September
27,
2006
|
|
Current
Report on Form 8-K dated October 3, 2006
|
October
3,
2006
|
|
Current
Report on Form 8-K dated November 21, 2006
|
November
21,
2006
|
|
Current
Report on Form 8-K dated November 28, 2006
|
December
1,
2006
|
|
Current
Report on Form 8-K dated December 7, 2006
|
December
13,
2006
|
|
Current
Report on Form 8-K dated December 11, 2006
|
December
11,
2006
|
|
Definitive
Proxy Statement for 2006 Annual Meeting of Shareholders
|
April
7,
2006
|
|
Registration
Statement on Form S-4/A (excluding Peoples Energy’s financial
statements)
|
October
17,
2006
|
|
Peoples
Energy SEC Filings (File No. 001-05540)
|
Filing
Date
|
|
Annual
Report
on Form 10-K for the year ended September 30, 2006, as amended on
Form
10-K/A, filed on December 29, 2006, as further amended on Form 10-K/A
filed on January 29, 2007
|
December
14,
2006
|
|
Transition
Report on Form 10-Q
|
February
9,
2007
|
|
Current
Report on Form 8-K (date of earliest event reported, December 28,
2006)
|
January
3,
2007
|
|
Current
Report on Form 8-K (date of earliest event reported, January 26,
2007)
|
February
1,
2007
|
| |
|
All
information
contained or incorporated by reference into this Consent Solicitation Statement
and Prospectus relating to WPS Resources has been supplied by WPS Resources,
and
all information about Peoples Energy has been supplied by Peoples
Energy.
If
you are also a
shareholder, you may have been sent some of the documents incorporated by
reference, but you can obtain any of them through Peoples Energy, WPS Resources,
or the SEC. Documents incorporated by reference are available without charge,
excluding all exhibits unless specifically incorporated by reference as an
exhibit in this Consent Solicitation Statement and Prospectus. You may obtain
documents incorporated by reference into this Consent Solicitation Statement
and
Prospectus by requesting them in writing or by telephone from the appropriate
company at the following addresses and telephone numbers:
|
WPS
Resources Corporation
Attention:
Barth J. Wolf, Secretary and
Manager -
Legal Services
P.O.
Box
19001
Green
Bay,
Wisconsin 54307-9001
(920)
433-1727
|
Peoples
Energy Corporation
Attention:
Douglas M. Ruschau,
Vice
President and Secretary
130
East
Randolph Drive
24th
Floor
Chicago,
Illinois 60601
(312)
240-4366
|
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except
for
historical data and statements of current fact, the information contained or
incorporated by reference in this Consent Solicitation Statement and Prospectus
constitutes forward-looking statements within the meaning of Section 27A of
the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Any references to plans, goals, beliefs or expectations
in respect to future events and conditions or to estimates are forward-looking
statements. Although Peoples Energy and WPS Resources believe that statements
of
expectations are based on reasonable assumptions, forward-looking statements
are
inherently uncertain and subject to risks and should be viewed with caution.
Actual results or experience could differ materially from the forward-looking
statements as a result of many factors.
In
addition to
statements regarding trends or estimates in management’s discussion and analysis
of financial condition and results of operation included in the Form 10-Ks
and
Form 10-Qs of Peoples Energy and WPS Resources, forward-looking statements
included or incorporated in this Consent Solicitation Statement and Prospectus
include, but are not limited to, statements regarding future:
| · |
Capital
expenditure projections, and;
|
Forward-looking
statements involve a number of risks and uncertainties. There are many factors
that could cause actual results to differ materially from those expressed or
implied in this Consent Solicitation Statement and Prospectus. Some risk factors
that could cause results different from any forward-looking statement include
those
included
in the
risk factors section of the latest annual report of Peoples Energy or WPS
Resources on Form 10-K, as updated by any quarterly or transition report on
Form
10-Q, and the following:
| · |
timely
and
successful completion of the Merger (including the ability of Peoples
Energy and WPS Resources to satisfy all of the conditions precedent
to the
completion of the Merger);
|
| · |
unexpected
costs or unexpected liabilities related to the Merger or the effects
of
purchase accounting that may be different from Peoples Energy’s and WPS
Resources’ expectations;
|
| · |
the
successful combination of the operations of Peoples Energy and WPS
Resources;
|
| · |
the
credit
ratings of the Notes, the combined company or its subsidiaries may
be
different from what Peoples Energy and WPS
Resources expect;
|
| · |
changes
in
the credit ratings of Peoples Energy, WPS Resources, or their
subsidiaries;
|
| · |
the
successful integration of both the Michigan and Minnesota natural
gas
distribution operations recently acquired by WPS
Resources;
|
| · |
the
resolution of pending and future rate cases and negotiations (including
the recovery of deferred costs) and other regulatory decisions impacting
the regulated businesses, including the rate treatment of synergies
related to the Merger and the cost to achieve those
synergies;
|
| · |
the
impact of
recent and future federal and state regulatory changes, including
legislative and regulatory initiatives regarding deregulation and
restructuring of the electric and gas utility industries, changes
in
environmental, tax and other laws and regulations to which
Peoples Energy, WPS Resources and their subsidiaries are subject, as
well as changes in application of existing laws and
regulations;
|
| · |
current
and
future litigation, regulatory investigations, proceedings or inquiries,
including manufactured gas plant site cleanup, and pending EPA
investigations;
|
| · |
the
resolution of audits by the Internal Revenue Service and various
state
revenue agencies;
|
| · |
the
effects,
extent and timing of additional competition or regulation in the
markets
in which Peoples Energy, WPS Resources or their subsidiaries operate;
|
| · |
the
impact of
fluctuations in commodity prices, interest rates and customer
demand;
|
| · |
available
sources and costs of fuels and purchased
power;
|
| · |
the
ability
to control costs;
|
| · |
the
investment performance of employee benefit plan
assets;
|
| · |
advances
in
technology;
|
| · |
effects
of
and changes in political, legal and economic conditions and developments
in the United States and Canada;
|
| · |
the
performance of projects undertaken by non-regulated businesses and
the
success of efforts to invest in and develop new
opportunities;
|
| · |
drilling
and
production risks and the inherent uncertainty of oil and gas reserve
estimates;
|
| · |
potential
business strategies, including acquisitions or dispositions of assets
or
businesses, which cannot be assured to be
completed;
|
| · |
the
direct or
indirect effects of terrorist incidents, natural disasters, or responses
to such events;
|
| · |
financial
market conditions and the results of financing efforts, including
credit
ratings and risks associated with commodity prices (particularly
natural
gas and electricity), interest rates, and counterparty
credit;
|
| · |
the
application of, or changes in, accounting rules or interpretations,
including, but not limited to, the impact of mark-to-market accounting
treatment for some derivative contracts used to manage commodity
price
basis, and other risks;
|
| · |
weather
and
other natural phenomena, in particular the effect of weather on natural
gas and electricity sales; and
|
| · |
the
effect of
accounting pronouncements issued periodically by standard-setting
bodies.
|
Because
forward-looking statements are subject to assumptions and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Holders are cautioned not to place undue reliance
on
such statements included or incorporated by reference in this Consent
Solicitation Statement and Prospectus, which speak only as of the date of this
Consent Solicitation Statement and Prospectus or the date of any document
incorporated by reference.
PROPOSED
AMENDMENTS TO THE INDENTURE AND THE GUARANTY
Set
forth below is
a summary description of the Proposed Amendments to the Indenture, which are
set
forth in full in Schedule A-1 hereto. This description is qualified by reference
to the full provisions of the Indenture and to the provisions of the
Supplemental Indenture. Each Holder of the Notes, by executing and delivering
a
Letter of Consent, will consent to the adoption of the Proposed Amendments,
as
set forth in Schedule A-1 hereto and described below, and the execution of
the
Supplemental Indenture.
The
Proposed
Amendments will amend the Indenture to allow the periodic and other reports
filed by WPS Resources with the SEC as specified in Sections 13 and 15(d) of
the
Exchange Act to satisfy any requirement for Peoples to file periodic and other
reports with the SEC and to deliver such periodic and other reports to the
Trustee.
As
described in
this Consent Solicitation Statement and Prospectus, if the Required Consents
are
received on or prior to the Expiration Date, the General Conditions are
satisfied, and the Merger is consummated, sometime following consummation of
the
Merger, but not later than March 6, 2007, it is anticipated that Peoples Energy,
WPS Resources, and the Trustee will execute the Supplemental Indenture giving
effect to the Proposed Amendments and the Guaranty. The Guaranty provides that
WPS Resources will fully and unconditionally guarantee, on an unsecured basis,
the payment of all obligations of Peoples Energy under the Notes. If
the
Supplemental Indenture becomes effective, all of the Holders of the Notes will
be bound by the Supplemental Indenture, regardless of whether they consented
to
the Proposed Amendments.
Purpose
and
Effect of the Proposed Amendments
Peoples
Energy is
subject to the periodic reporting requirements under the Exchange Act and the
Indenture currently requires Peoples Energy to deliver to the Trustee periodic
and other reports that are filed with the SEC. Following consummation of the
Merger, Peoples Energy intends to file with the SEC a Form 15 that will result
in Peoples Energy no longer being required to file periodic reports under
Section 13(a) or 15(d) of the Exchange Act. However, Section 704 of the
Indenture requires Peoples Energy to continue making such filings with the
SEC.
The Proposed Amendments will allow the periodic and other reports filed by
WPS
Resources with the SEC, to satisfy such requirements. The Guaranty of the Notes
by WPS Resources provides the Holders of the Notes with an obligor that is
publicly-held and required to file periodic and other reports with the SEC
under
the Exchange Act, with Peoples Energy remaining as an obligor as
well.
THE
CONSENT
SOLICITATION
Principal
Terms of the Consent Solicitation
Peoples
Energy
hereby solicits consent from each Holder of the Notes as of the Record Date
for
the adoption of the Proposed Amendments, subject to the terms and conditions
contained in this Consent Solicitation Statement and Prospectus and in the
Letter of Consent. If the Required Consents are received on or prior to the
Expiration Date, all of the General Conditions are satisfied, and the Merger
is
consummated, sometime following the Merger, but not later than March 6, 2007,
it
is anticipated that Peoples Energy, WPS Resources and the Trustee will execute
the Supplemental Indenture giving effect to the Proposed Amendments and the
Guaranty.
Pursuant
to the
terms of the Indenture, the Proposed Amendments require that written consent
of
the Holders representing at least a majority in aggregate principal amount
of
the Notes outstanding be validly delivered prior to the Expiration Date and
not
validly revoked. If the Required Consents are received and the Supplemental
Indenture providing for the Proposed Amendments and the Guaranty becomes
effective and operative, all persons who continue to hold Notes thereafter
will
be subject to the provisions of the Indenture as amended by the Supplemental
Indenture.
In
the event that
the Consent Solicitation is withdrawn or otherwise not completed, including
as a
result of the failure to receive the Required Consents, the Proposed Amendments
will not become effective and WPS Resources will not issue the
Guaranty.
The
delivery of a
Letter of Consent to the Proposed Amendments will not affect a Holder’s right to
sell or transfer the Notes. Only Holders of record as of the Record Date may
deliver a Letter of Consent.
Consents
may be
validly revoked at any time prior to the Expiration Date, but not
thereafter.
THIS
CONSENT
SOLICITATION STATEMENT AND PROSPECTUS AND THE LETTER OF CONSENT CONTAIN
IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE MAKING A DECISION WITH
RESPECT TO THE CONSENT SOLICITATION.
NONE
OF PEOPLES
ENERGY, WPS RESOURCES, EITHER OF THEIR BOARD OF DIRECTORS OR ANY OF THEIR
EMPLOYEES, THE SOLICITATION AGENT, THE INFORMATION AGENT OR ANY OF THEIR
RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION OR RECOMMENDATION AS TO WHETHER
HOLDERS SHOULD CONSENT TO THIS CONSENT SOLICITATION.
Ratings
Currently,
Moody’s
rates the Notes as Baa2 and Standard & Poor’s rates the Notes as BBB+.
Moody’s describes double-A rated debt (Aa1, Aa2 and Aa3) as high-grade and
single-A rated debt (A1, A2 and A3) as upper-medium grade. Standard & Poor’s
describes A-rated debt (A+, A and A-) as strong and triple-B rated debt (BBB+,
BBB and BBB-) as adequate. The lowest investment grade credit ratings for
Moody’s is Baa3 and for Standard & Poor’s is BBB-. Thus, both credit rating
agencies give the Notes investment grade ratings.
The
Guaranty of the
Notes by WPS Resources provides the Holders of the Notes with an obligor that
is
publicly-held and required to file periodic and other reports with the SEC
under
the Exchange Act, with Peoples Energy remaining as an obligor as well. The
Guaranty will be unsecured and will be pari
passu
with WPS
Resources’ other general unsecured, unsubordinated obligations.
Conditions
of the Consent Solicitation
Notwithstanding
any
other provisions of, or any extension of, the Consent Solicitation, Peoples
Energy may terminate, extend or amend the Consent Solicitation if: (i) the
General Conditions have not been satisfied, or (ii) the Merger has not been
consummated. In
any
event, WPS Resources is not obligated to execute the Supplemental Indenture,
even if the General Conditions have been satisfied.
For
purposes of the
foregoing provision, all of the “General Conditions” will be deemed to be
satisfied unless any of the following conditions or events will occur on or
after the date of this Consent Solicitation Statement and Prospectus and prior
to the Effective Time:
(i) there
will have
been instituted, threatened or be pending any action or proceeding before or
by
any court, governmental, regulatory or administrative agency or instrumentality,
or by any other person, in connection with the Consent Solicitation that is,
or
is reasonably likely to be, or which would or might be, in Peoples Energy’s sole
judgment, materially adverse to the business, operations, properties, condition
(financial or otherwise), assets, liabilities or prospects of Peoples Energy,
WPS Resources, or their subsidiaries, or which would or might, in Peoples
Energy’s sole judgment, prohibit, prevent, restrict or delay consummation of the
Consent Solicitation;
(ii) there
will have
occurred any material adverse development, in Peoples Energy’s sole judgment,
with respect to any action or proceeding concerning Peoples Energy, WPS
Resources, or their subsidiaries;
(iii) there
exists, or
will have been proposed, enacted, entered, issued, promulgated, enforced or
deemed applicable by any court or governmental, regulatory or administrative
agency or instrumentality, any order, statute, rule, regulation, executive
order, stay, decree, judgment or injunction that, in Peoples Energy’s sole
judgment, would or might prohibit, prevent, restrict or delay consummation
of
the Consent Solicitation, or that is, or is reasonably likely to be, in Peoples
Energy’s sole judgment, materially adverse to the business, operations,
properties, condition (financial or otherwise), assets, liabilities or prospects
of Peoples Energy, WPS Resources, or their subsidiaries;
(iv) there
will have
occurred or be likely to occur any event affecting the business or financial
affairs of Peoples Energy, WPS Resources, or their subsidiaries, that, in
Peoples Energy’s sole judgment, would or might prohibit, prevent, restrict or
delay consummation of, or materially impair the contemplated benefits of, the
Consent Solicitation; or
(v) there
will have
occurred (1) any general suspension of, or limitation on prices for, trading
in
securities in the securities or financial markets, (2) any significant adverse
change in the securities or financial markets, (3) a material impairment in
the
trading market for debt securities, (4) a declaration of a banking moratorium
or
any suspension of payments in respect of banks in the United States (whether
or
not mandatory), (5) any limitation (whether or not mandatory) by a government
authority, or other event that, in the reasonable judgment of Peoples Energy,
might affect the extension of credit by banks or other lending institutions
in
the United States, (6) a commencement of a war, armed hostilities or other
national or international crisis directly or indirectly involving the United
States or (7) in the case of any of the foregoing existing on the date hereof,
a
material acceleration or worsening thereof.
The
conditions to
the Consent Solicitation are for the sole benefit of Peoples Energy and may
be
asserted by Peoples Energy in its sole discretion regardless of the
circumstances giving rise to such conditions, and may be waived by Peoples
Energy, in whole or in part at any time and from time to time, in the sole
discretion of Peoples Energy, whether or not any other condition of the Consent
Solicitation is also waived. Any determination by Peoples Energy concerning
the
events described in this section will be final and binding upon all
persons.
Although
Peoples Energy has no present plans or arrangements to do so, Peoples Energy
reserves the right to amend, at any time, the terms of the Consent Solicitation.
Peoples Energy will give Holders notice of such amendments as may be required
by
applicable law.
Expiration
Date; Extension; Amendment; Termination
The
Expiration Date
of the Consent Solicitation is 5:00 p.m., New York City time, on February 28,
2007 unless Peoples Energy, in its sole discretion, extends the period during
which the Consent Solicitation is open, in which case the Expiration Date will
be the latest date and time to which the Consent Solicitation is extended.
Peoples Energy expressly reserves the right to extend the Expiration Date on
a
daily basis or for such period or periods as it may determine in its sole
discretion, at any time and from time to time, by giving oral or written notice
to the Information Agent no later than 9:00 a.m., New York City time, on the
next business day after the previously announced Expiration Date. Any such
extension will be followed as promptly as practicable by notice of extension
by
press release or other public announcement, or by written notice to the Holders.
An announcement or notice may state that Peoples Energy is extending the Consent
Solicitation for a specified period of time or on a daily basis until 5:00
p.m.,
New York City time, on the date on which the Required Consents have been
received. During any extension of the Consent Solicitation, consents previously
delivered will remain subject to the Consent Solicitation and will remain
effective unless validly revoked.
Peoples
Energy
expressly reserves the right, in its sole discretion, to (i) waive any condition
to the Consent Solicitation, (ii) amend any of the terms of the Consent
Solicitation, or (iii) modify the Supplemental Indenture, at any time prior
to
the Effective Time, whether or not the Required Consents have been received.
Any
waiver or amendment to the Consent Solicitation will apply to all consents
delivered, regardless of when or in what order such consents were delivered.
If
Peoples Energy makes a material change in the terms of, or information
concerning, the Consent Solicitation, the Proposed Amendments or the Guaranty,
or if Peoples Energy waives a material condition in the Consent Solicitation,
Peoples Energy will disseminate additional Consent Solicitation materials and
will extend the Consent Solicitation, in each case to the extent required by
law.
Peoples
Energy
expressly reserves the right, in its sole discretion, to terminate the Consent
Solicitation for any reason, at any time prior to the Effective Time, whether
or
not the Required Consents have been received, by giving oral or written notice
to the Information Agent. Any such termination will be followed as promptly
as
practicable by notice thereof by press release or other public announcement,
or
by written notice to the Holders.
Procedures
for Delivering Consents
A
LETTER OF CONSENT
SHOULD BE SENT ONLY TO THE INFORMATION AGENT, AND NOT TO PEOPLES ENERGY, WPS
RESOURCES, OR THE SOLICITATION AGENT. IN NO EVENT SHOULD A HOLDER TENDER OR
DELIVER ANY NOTES.
In
order to consent
to the Proposed Amendments, a Holder of Notes must execute and deliver to the
Information Agent a copy of the accompanying Letter of Consent, or cause the
Letter of Consent to be delivered to the Information Agent on the Holder’s
behalf, before the Expiration Date in accordance with the
procedures
described
below.
Failure to deliver a Letter of Consent will have the same effect as if the
Holder had voted “No” to the Proposed Amendments.
Only
registered
Holders of the Notes as of 5:00 p.m., New York City time, on the Record Date
may
execute and deliver to the Information Agent the Letters of Consent. Peoples
Energy expects that DTC will authorize its participants, which include banks,
brokers and other financial institutions, to execute Letters of Consent with
respect to the Notes they hold through DTC as if the participants were
registered Holders of those Notes. Accordingly, for purposes of the Consent
Solicitation, when the term “registered Holders” is used, it includes banks,
brokers and other financial institutions that are participants of DTC.
If
you are a
beneficial owner of Notes held through a bank, broker or other financial
institution, in order to consent to the Proposed Amendments, you must arrange
for the bank, broker or other financial institution that is the registered
Holder to either (1) execute the Letter of Consent and deliver it either to
the
Information Agent on your behalf or to you for forwarding to the Information
Agent before the Expiration Date, or (2) forward a duly executed proxy from
the
registered Holder authorizing you to execute and deliver the Letter of Consent
with respect to the Notes on behalf of the registered Holder. In the case of
clause (2) of the preceding sentence, you must deliver the executed Letter
of
Consent, together with the proxy, to the Information Agent before the Expiration
Date. Beneficial owners of Notes are urged to contact the bank, broker or other
financial institutions through which they hold their Notes to obtain a valid
proxy or to direct that a Letter of Consent be executed and delivered in respect
of their Notes.
Delivering
a Letter
of Consent will not affect a Holder’s right to sell or transfer its Notes. All
consents received from the Holder of record on the Record Date and not revoked
by that Holder before the Expiration Date will be effective notwithstanding
any
transfer of those Notes after the Record Date.
Registered
Holders of Notes as of the Record Date who wish to consent should mail, hand
deliver, or send by overnight courier or facsimile a properly completed and
executed Letter of Consent in accordance with the instructions set forth in
this
Consent Solicitation Statement and Prospectus and the Letter of Consent to
the
Information Agent at the address or facsimile number set forth on the back
cover
page of this Consent Solicitation Statement and the Letter of Consent. However,
Peoples Energy reserves the right to accept any Letter of Consent received
by it
or WPS Resources.
All
Letters of
Consent that are properly completed, executed, and delivered to the Information
Agent, and not revoked before the Expiration Date, will be given effect in
accordance with the terms of those Letters of Consent. Registered Holders who
desire to consent to the Proposed Amendments should complete, sign and date
the
Letter of Consent and mail, deliver or send by overnight courier or facsimile
(confirmed by the Expiration Date by physical delivery) the signed Letter of
Consent all in accordance with the instructions contained in this Consent
Solicitation Statement and Prospectus and the Letter of Consent to the
Information Agent at the address or facsimile number set forth on the back
cover
page to this Consent Solicitation Statement and Prospectus and the Letter of
Consent.
Letters
of Consent
delivered by the registered Holders of Notes as of the Record Date must be
executed in exactly the same manner as such registered Holder’s name appears on
the Notes or on the position listings of DTC, as applicable. If Notes to which
a
Letter of Consent relate are registered in the names of two or more Holders,
all
of those Holders must sign the Letter of Consent. If a Letter of Consent is
signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, that person must so indicate when signing, and
proper evidence of that person’s authority to so act must be submitted with the
Letter of Consent. In addition, if a Letter of Consent relates to less than
the
total principal amount of Notes in the name of a Holder, the registered Holder
must list the principal amount of Notes registered in the name of that Holder
to
which the Letter of Consent relates. If no aggregate principal amount of Notes
as to which a consent is delivered is specified, the Holder will be deemed
to
have consented with respect to all Notes of such Holder. If Notes are registered
in different names, separate Letters of Consent must be signed and delivered
with respect to each registered Holder. If a Letter of Consent is executed
by a
person other than the registered Holder, it must be accompanied by a proxy
executed by the registered Holder.
In
connection with
the Consent Solicitation, Peoples Energy will pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of the Consent Solicitation Statement
and
Prospectus, the Letters of Consent and related documents to the beneficial
owners of the Notes and in handling or forwarding deliveries of consents by
their customers.
All
questions as to
the form of all documents and the validity (including time of receipt) regarding
the consent procedures will be determined by Peoples Energy in its discretion,
which determination will be final and binding. Peoples Energy reserves the
right
to waive any defects or irregularities as to deliveries of consents.
Revocation
of Consents
A
consent may be
revoked at any time prior to the Expiration Date. Any Holder who has delivered
a
Letter of Consent, or who succeeds to ownership of Notes in respect of which
a
Letter of Consent has previously been delivered, may validly revoke such consent
prior to the Expiration Date by delivering a written notice of revocation in
accordance with the following procedures. All properly completed and executed
Letters of Consent that are received by the Information Agent will be counted
as
consents with respect to the Proposed Amendments, unless the Information Agent
receives a written notice of revocation prior to the Expiration Date.
In
order to be
valid, a notice of revocation of consent must contain the name of the person
who
delivered the Letter of Consent, the description of the Notes to which it
relates, and the aggregate principal amount represented by such Notes. The
revocation of consent must be signed by the Holder thereof in the same manner
as
the original signature on the Letter of Consent (including any required
signature guaranty) or be accompanied by evidence satisfactory to Peoples Energy
and the Information Agent that the person revoking the consent has the legal
authority to revoke such consent on behalf of the Holder. If the Letter of
Consent was executed by a person other than the registered Holder of the Notes,
the notice of revocation of consent must be accompanied by a valid proxy signed
by such registered Holder and authorizing the revocation of the registered
Holder’s consent. To be effective, a revocation of consent must be received
prior to the Expiration Date by the Information Agent, at the address set forth
on the back cover page to this Consent Solicitation Statement and Prospectus
and
the Letter of Consent. A purported notice of revocation that lacks any of the
required information or is sent to an improper address will not validly revoke
a
consent previously given.
The
Notes are debt
obligations of Peoples Energy and are governed by the Indenture. There are
no
appraisal or other similar statutory rights available to Holders in connection
with the Consent Solicitation.
DESCRIPTION
OF THE GUARANTY
The
following is a
summary of WPS Resources’ proposed Guaranty of the Notes. The following summary
is qualified by reference to the full text of the form of the Supplemental
Indenture, which has been filed as an exhibit to the registration statement
of
which this Consent Solicitation Statement and Prospectus forms a part.
Timing
and
Manner of Issuance of the Guaranty
If
the Required
Consents to the Proposed Amendments are received on or prior to the Expiration
Date, all of the General Conditions are satisfied, and the Merger is
consummated, sometime following the Merger, but not later than March 6, 2007,
it
is anticipated that Peoples Energy, WPS Resources, and the Trustee will execute
the Supplemental Indenture giving effect to the Proposed Amendments and the
Guaranty.
WPS
Resources will
issue the Guaranty in favor of the Holders of the Notes pursuant to the
Supplemental Indenture. New notes will not be issued evidencing the Notes to
reflect the benefit of the Guaranty, and no separate notes will be issued to
evidence the Guaranty. Peoples Energy and its subsidiaries that were subject
to
the Indenture prior to the Merger will continue to remain subject to the
Indenture following the Merger.
The
Guaranty
Under
the Guaranty,
WPS Resources agrees to fully and unconditionally guarantee for the benefit
of
the Holders of the Notes and the Trustee (a) the due and punctual payment of
the
principal of, premium, if any, and interest on, all the Notes, whether at stated
maturity, by declaration of acceleration, call for redemption or otherwise,
the
due and punctual payment of interest on overdue principal of, premium, if any,
and interest on all of the Notes, if any, and the due and punctual performance
of all other obligations of Peoples Energy to the Holders of the Notes or the
Trustee in accordance with the terms of the Indenture, and (b) in case of any
extension of time of payment or renewal of any Notes or any such other
obligations, that the same will be promptly paid in full when due
or
performed
in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration, or otherwise.
If
Peoples Energy
fails to punctually make any payment of principal, premium (if any), or interest
on the Notes, WPS Resources agrees to cause any such payment to be made promptly
when and as the same becomes due and payable, whether at stated maturity, by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by Peoples Energy.
In
addition, the
issuance of the Guaranty pursuant to the Supplemental Indenture would require
WPS Resources to agree that its obligations under the Guaranty will be as if
it
were principal debtor and not merely surety, and will be absolute and
unconditional, irrespective of, and will be unaffected by, any invalidity,
irregularity, or unenforceability of any Note or the Indenture, any failure
to
enforce the provisions of any Note or the Indenture, or any waiver, modification
or indulgence granted to Peoples Energy with respect to the Note or the
Indenture, by the Holder of any Note or the Trustee, or any other circumstance
which may otherwise constitute a legal or equitable discharge of a surety or
guarantor. However, notwithstanding the foregoing, no such waiver, modification,
or indulgence will, without the consent of WPS Resources, increase the principal
amount of a Note or the interest rate thereon or increase any premium payable
upon redemption. WPS Resources will waive diligence, presentment, demand of
payment, filing of claims with a court in the event of a merger or bankruptcy
of
Peoples Energy, any right to require a proceeding first against Peoples Energy,
protest or notice with respect to any Note or the indebtedness evidenced thereby
or with respect to any sinking fund payment required pursuant to the terms
of a
Note issued under the Indenture, and all demands whatsoever, and will covenant
that the Guaranty will not be discharged with respect to any Note except by
payment in full of the principal of (and premium, if any) and interest on such
Note. The Guaranty will constitute a guaranty of payment and not of collection
and will not be impaired by the failure to endorse evidence of the Guaranty
on
any Note.
Upon
issuance of
the Guaranty, WPS Resources will be subrogated to all rights of the Holder
of a
Note against Peoples Energy in any respect of any amounts paid to such Holder
by
WPS Resources pursuant to the provisions of the Guaranty. However, WPS Resources
will not be entitled to enforce, or to receive any payments arising out of
or
based upon, such right of subrogation until the principal of (and premium,
if
any) and interest on all Notes have been paid in full.
Restrictions
on Liens
The
issuance of the
Guaranty under the Supplemental Indenture subjects WPS Resources to certain
restrictions on liens. After the date of the Supplemental Indenture and so
long
as any Notes are outstanding, WPS Resources agrees not to pledge, mortgage,
hypothecate or grant a security interest in, or permit any mortgage, pledge,
security interest or other lien upon, any capital stock of any WPS Resources
Subsidiary (defined below) directly or indirectly owned by WPS Resources to
secure any Indebtedness (defined below), without making effective provisions
whereby the outstanding Notes will be (so long as such other Indebtedness will
be so secured) equally and ratably secured with any and all such other
Indebtedness and any other indebtedness similarly entitled to be equally and
ratably secured; provided, however, that this restriction will not apply to
nor
prevent the creation or existence of:
| (i) |
any
mortgage,
pledge, security interest, lien or encumbrance upon any such capital
stock
(A) created at the time of the acquisition of such capital stock
by WPS
Resources or within one year after such time to secure all or a portion
of
the purchase price for such capital stock or (B) existing thereon
at the
time of the acquisition thereof by WPS Resources (whether or not
the
obligations secured thereby are assumed by WPS Resources),
or
|
| (ii) |
any
extension, renewal or refunding of any mortgage, pledge, security
interest, lien or encumbrance described in clause (i) above on capital
stock of any WPS Resources Subsidiary theretofore subject thereto
(or
substantially the same capital stock) or any portion thereof.
|
For
purposes of the
restrictions on liens provisions of the Supplemental Indenture, “Indebtedness”
means all indebtedness, whether or not represented by bonds, debentures, notes
or other securities, created or assumed by WPS Resources or any WPS Resources
Subsidiary for
the repayment
of money borrowed. All indebtedness for
money
borrowed
secured by a lien upon property owned by WPS Resources or any WPS Resources
Subsidiary and upon which indebtedness for money borrowed WPS Resources or
such
WPS Resources Subsidiary customarily pays interest, although WPS Resources
or
such WPS Resources Subsidiary has not assumed or become liable for the payment
of such indebtedness for money borrowed, will be deemed to be indebtedness
of
WPS Resources or such WPS Resources Subsidiary under the restrictions on liens
provisions of the Supplemental Indenture. All indebtedness for money borrowed
of
others guaranteed as to payment of principal by WPS Resources or any WPS
Resources Subsidiary or in effect guaranteed by WPS Resources or such WPS
Resources Subsidiary through a contingent agreement to purchase such
indebtedness for money borrowed will be deemed to be Indebtedness of WPS
Resources or such WPS Resources Subsidiary, but no other contingent obligation
of WPS Resources or any WPS Resources Subsidiary in respect of indebtedness
for
money borrowed or other obligations incurred by others will be deemed to be
Indebtedness of WPS Resources or such WPS Resources Subsidiary, under the
restrictions on liens provisions of the Supplemental Indenture.
The
Guaranty to be
issued pursuant to the Supplemental Indenture, further requires WPS Resources,
in case WPS Resources or any WPS Resources Subsidiary proposes to pledge,
mortgage, hypothecate or grant a security interest in any capital stock of
any
WPS Resources Subsidiary owned by WPS Resources or such WPS Resources Subsidiary
to secure any Indebtedness, other than as permitted by clauses (i) and (ii)
in
the second preceding paragraph, prior thereto to give written notice thereof
to
the Trustee, and, prior to or simultaneously with such pledge, mortgage,
hypothecation or grant of security interest, by supplemental indenture executed
to the Trustee (or to the extent legally necessary to another trustee or an
additional or separate trustee), in form satisfactory to the Trustee, to
effectively secure (for so long as other Indebtedness will be secured) all
the
Notes equally and ratably with such Indebtedness and with any other indebtedness
for money borrowed similarly entitled to be equally and ratably
secured.
For
purposes of the
restrictions on liens provisions set forth in the Supplemental Indenture,
“WPS
Resources
Subsidiary”
means
(i) any corporation of which more than 50% of the outstanding securities
having ordinary voting power will at the time be owned or controlled, directly
or indirectly, by WPS Resources or by one or more other WPS Resources
Subsidiaries or by WPS Resources and one or more other WPS Resources
Subsidiaries, or (ii) any partnership, association, joint venture or
similar business organization of which more than 50% of the ownership interests
having ordinary voting power will at the time be so owned or
controlled.
WPS
Resources May Consolidate or Merge
Under
the Guaranty
issued pursuant to the Supplemental Indenture, WPS Resources may consolidate
or
merge, subject to certain restrictions. The Supplemental Indenture provides
that
nothing in the Indenture, the Supplemental Indenture or any of the Notes will
prevent any consolidation or merger of WPS Resources with or into any other
entity or entities (whether or not affiliated with WPS Resources), or successive
consolidations or mergers in which WPS Resources or its successor or successors
will be a party or parties, or will prevent any conveyance or transfer of the
properties and assets of WPS Resources as an entirety or substantially as an
entirety to any other entity (whether or not affiliated with WPS Resources)
lawfully entitled to acquire the same; provided, however, that upon any such
consolidation, merger, conveyance or transfer, (i) the obligations of WPS
Resources under the Guaranty will be expressly assumed by a supplemental
indenture, in form reasonably satisfactory to the Trustee, executed and
delivered to the Trustee by the entity (if other than WPS Resources) formed
by
such consolidation, or into which WPS Resources merges, or by the entity
acquiring such properties and assets and (ii) WPS Resources will deliver to
the
Trustee a certificate of an officer of WPS Resources and an opinion of counsel,
each stating that such consolidation, merger, conveyance or transfer and, if
a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, comply with the consolidation provisions set forth
in
the Supplemental Indenture and that all conditions precedent contained in the
Supplemental Indenture relating to such transaction have been fulfilled.
Issuance
of the
Guaranty under the Supplemental Indenture further requires that upon any
consolidation of WPS Resources with, or merger of WPS Resources into, any other
entity or any conveyance or transfer of the properties or assets of WPS
Resources as an entirety or substantially as an entirety in accordance with
the
consolidation provisions set forth in the Supplemental Indenture, the successor
entity formed by such consolidation or into which WPS Resources is merged or
to
which such conveyance or transfer is made will succeed to, and be substituted
for, and may exercise every right and power of, WPS Resources under the
Supplemental Indenture and
the
Indenture with
the same effect as if such successor had been named as WPS Resources, and
thereafter the predecessor entity will be relieved of all obligations and
covenants under the Supplemental Indenture, the Indenture and the Notes.
CERTAIN
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The
following
discussion describes certain U.S. federal income tax consequences to beneficial
owners of the Notes of the Proposed Amendments and the Guaranty offered pursuant
to this Consent Solicitation. This discussion does not purport to be a complete
analysis of all potential U.S. federal income tax consequences, and does not
address any tax consequences arising under any state, local or foreign tax
laws.
This discussion is based upon the Internal Revenue Code of 1986, as amended,
or
the Code, U.S. Treasury Regulations promulgated thereunder, judicial decisions,
and published rulings and administrative pronouncements of the Internal Revenue
Service, or IRS, all as in effect on the date of this Consent Solicitation.
These authorities are subject to change, and any such change may apply
retroactively in a manner that could adversely affect a beneficial owner of
the
Notes. No rulings have or will be sought from the IRS with respect to the
matters discussed below. There can be no assurance that the IRS will not take
a
different position concerning the tax consequences of the Proposed Amendments
and Guaranty or that any such position would not be sustained.
This
discussion is
limited to beneficial owners of Notes who hold the Notes as “capital assets”
within the meaning of Code Section 1221 (generally, property held for
investment). This discussion does not address all of the U.S. federal income
tax
consequences that may be relevant to a beneficial owner of a Note in light
of
such beneficial owner’s particular circumstances or to beneficial owners of
Notes subject to special rules under the U.S. federal income tax laws, such
as
banks, financial institutions, U.S. expatriates, insurance companies, dealers
in
securities or currencies, traders in securities, partnerships or other
pass-through entities, tax-exempt organizations and persons holding the Notes
as
part of a “straddle,” “hedge,” “conversion transaction” or other integrated
transaction.
If
a partnership or
other entity taxable as a partnership for U.S. federal income tax purposes
holds
the Notes, the tax treatment of a partner in the partnership generally will
depend on the status of the partner and the activities of the partnership.
Partnerships and their partners should consult their tax advisors as to the
tax
consequences to them of the Proposed Amendments and the Guaranty.
TO
COMPLY
WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT (A)
ANY
DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS CONSENT SOLICITATION STATEMENT
IS
NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY YOU, FOR THE PURPOSE
OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER THE CODE, (B) ANY SUCH
DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE
TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND (C) YOU SHOULD SEEK ADVICE BASED
ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, EACH HOLDER AND BENEFICIAL OWNER
OF A
NOTE (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF EACH HOLDER AND
BENEFICIAL OWNER OF A NOTE) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS
DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT AND PROSPECTUS AND ALL
MATERIALS OF ANY KIND THAT ARE PROVIDED TO THE HOLDER OR BENEFICIAL OWNER OF
A
NOTE RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE (AS SUCH TERMS ARE DEFINED
IN TREASURY REGULATION SECTION 1.6011-4). THE AUTHORIZATION OF TAX DISCLOSURE
IS
RETROACTIVELY EFFECTIVE TO THE COMMENCEMENT OF DISCUSSIONS WITH HOLDERS OR
BENEFICIAL OWNERS OF NOTES REGARDING THE TRANSACTIONS CONTEMPLATED HEREIN.
Under
applicable
Treasury Regulations, the modification of a debt instrument will cause a deemed
exchange of the instrument (upon which gain or loss may be realized) if the
modified debt instrument differs materially either in kind or extent from the
unmodified debt instrument. Generally, a modification is significant if, based
on all the facts and circumstances and taking into account all modifications
of
the debt instrument collectively, the legal rights or obligations that are
altered and the degree to which they are altered are economically significant.
Under the Treasury Regulations, a modification that adds, deletes, or alters
customary accounting or
financial
covenants
is not a significant modification. The addition of a co-obligor on a debt
instrument also is not a significant modification unless the addition of the
co-obligor results in a “change in payment expectations” under the Treasury
Regulations. The Treasury Regulations further provide that a change in payment
expectations occurs if, as a result of a transaction, there is substantial
enhancement of the obligor’s capacity to meet the payment obligations under a
debt instrument and that capacity was primarily speculative prior to the
modification and is adequate after the modification. Alternatively, the Treasury
Regulations provide that a change in payment expectations occurs if, as a result
of the transaction, there is a substantial impairment of the obligor’s capacity
to meet the payment obligations under a debt instrument and that capacity was
adequate prior to the modification and is primarily speculative after the
modification.
The
adoption of the
Proposed Amendments and the issuance of the Guaranty will not constitute a
significant modification of the Notes and will not cause a deemed exchange
of
the Notes for U.S. federal income tax purposes because the Notes outstanding
immediately after the Effective Time would not be considered to differ
materially in kind or extent from the Notes outstanding immediately prior to
the
Effective Time. Accordingly, the adoption of the Proposed Amendments and the
issuance of the Guaranty will not be a taxable event to beneficial owners of
Notes for U.S. federal income tax purposes. As a result, the Notes will have
the
same tax attributes (including the same issue price, adjusted issue price,
adjusted tax basis and holding period) to beneficial owners of Notes immediately
after the Effective Time as the Notes had immediately prior to such
time.
YOU
SHOULD
CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES
TO
YOU OF THE PROPOSED AMENDMENTS AND THE GUARANTY, AS WELL AS ANY TAX CONSEQUENCES
ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS, OR ANY OTHER U.S. FEDERAL
TAX LAWS.
SOLICITATION
AGENT;
INFORMATION
AGENT; MISCELLANEOUS
Peoples
Energy and
WPS Resources have engaged Banc of America Securities LLC to act as the
Solicitation Agent in connection with the Consent Solicitation. In its capacity
as Solicitation Agent, Banc of America Securities LLC may contact Holders
regarding the Consent Solicitation and may request brokers, dealers and other
nominees to forward this Consent Solicitation Statement and Prospectus and
related materials to beneficial owners of Notes. Any Holder who has questions
concerning the terms of the Consent Solicitation may contact the Solicitation
Agent at the address and telephone number set forth on the back cover page
of
this Consent Solicitation Statement and Prospectus.
Peoples
Energy and
WPS Resources have agreed to pay the Solicitation Agent customary fees and
reimburse it for its reasonable out-of-pocket expenses in connection with its
services as Solicitation Agent. Peoples Energy and WPS Resources have also
further agreed to indemnify the Solicitation Agent and its affiliates against
certain liabilities, including certain liabilities under the federal securities
laws.
An
affiliate of the
Solicitation Agent, Bank of America, N.A., has been and is currently a lender
to
Peoples Energy and WPS Resources. The Solicitation Agent has provided in the
past, and is currently providing, certain investment banking and financial
advisory services to Peoples Energy and WPS Resources.
Global
Bondholder
Services Corporation has been appointed as Information Agent for the Consent
Solicitation. All deliveries and correspondence sent to the Information Agent
should be directed to one of the addresses of the Information Agent set forth
on
the back cover of this Consent Solicitation Statement and Prospectus. The
Information Agent will be paid customary fees and reimbursed for its reasonable
out-of-pocket expenses in connection therewith. Peoples Energy has also agreed
to indemnify the Information Agent for certain liabilities, including certain
liabilities under the federal securities laws.
In
connection with
the Consent Solicitation, directors and officers of Peoples Energy may solicit
consents by use of the mails, personally or by telephone, facsimile, telegram
or
other similar messages. Peoples Energy may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Consent Solicitation Statement
and
Prospectus and related documents to the beneficial owners of the Notes and
in
handling or forwarding deliveries of consents by their customers.
EXPERTS
WPS
Resources
The
consolidated
financial statements, the related financial statement schedules, and
management’s report on the effectiveness of internal control over financial
reporting incorporated in this Consent Solicitation Statement and Prospectus
by
reference from WPS Resources’ current report on Form 8-K under the Securities
Exchange Act of 1934 dated and filed August 9, 2006, have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their reports (which reports (1) express an unqualified opinion on
the
consolidated financial statements and financial statement schedules and include
an explanatory paragraph relating to the adoption of new accounting principles,
(2) express an unqualified opinion on management’s assessment regarding the
effectiveness of internal control over financial reporting, and (3) express
an
unqualified opinion on the effectiveness of internal control over financial
reporting), which are incorporated herein by reference and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
Peoples
Energy
The
consolidated
financial statements and the related financial statement schedules, and
management’s report on the effectiveness of internal control over financial
reporting, incorporated in this Consent Solicitation Statement and Prospectus
by
reference from Peoples Energy’s annual report on Form 10-K for the year ended
September 30, 2006 filed on December 14, 2006, have been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in
their reports (which reports (1) express an unqualified opinion on the
consolidated financial statements and financial statement schedules and include
an explanatory paragraph relating to the adoption of FASB Interpretation No.
47,
“Conditional Asset Retirement Obligations,” (2) express an unqualified opinion
on management’s assessment regarding the effectiveness of internal control over
financial reporting, and (3) express an unqualified opinion on the effectiveness
of internal control over financial reporting), which are incorporated herein
by
reference and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and
auditing.
Elwood
Energy LLC
The
consolidated
financial statements of Elwood Energy LLC as of and for the years ended
September 30, 2006 and 2005, incorporated in this Consent Solicitation Statement
and Prospectus by reference from Peoples Energy’s annual report on Form 10-K/A
for the year ended September 30, 2006 filed on December 29, 2006, have been
audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report, which is incorporated herein by
reference and has been so incorporated in reliance upon the report of such
firm
given upon their authority as experts in accounting and auditing.
LEGAL
MATTERS
Foley
&
Lardner
LLP will pass upon the validity of the Guaranty and certain tax matters.
Ungaretti & Harris LLP will pass upon certain matters for Peoples Energy.
Schedule
A-1 to Consent
Solicitation
Statement
Proposed
Amendments to that certain Indenture dated as of January 18, 2001 (the
“Indenture”) by and between Peoples Energy Corporation, as issuer, and The Bank
of New York Trust Company, N.A. (successor to Bank One Trust Company National
Association), as trustee:
The
following definition would be added to Section 101 (Definitions) of the
Indenture:
“‘Integrys’
means
Integrys Energy Group, Inc., a Wisconsin corporation.”
The
following definitions would be amended in their entirety in Section 101
(Definitions) of the Indenture:
“‘Board
of
Directors’ means the board of directors of PEC or Integrys (as applicable), or
any duly authorized committee thereof.”
“‘Board
Resolution’
means a copy of a resolution certified by the Corporate Secretary or an
Assistant Corporate Secretary of PEC or Integrys (as applicable), to have been
duly adopted by the Board of Directors and to be in full force and effect on
the
date of such certification, and delivered to the Trustee.”
“‘Officers’
Certificate’ means a certificate signed by the Chairman of the Board, the
President, the Chief Financial Officer or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the
Corporate Secretary or an Assistant Corporate Secretary, of PEC or Integrys
(as
applicable), that complies with the requirements of Section 314(c) of the Trust
Indenture Act.”
“‘Opinion
of
Counsel’ means a written opinion of counsel, who may be counsel for PEC or
Integrys (as applicable), and who shall be acceptable to the Trustee, that
complies with the requirements of Section 314(c) of the Trust Indenture Act
and
Section 102 of this Indenture.”
“‘Request’
or
‘Order’ means a written request or order signed in the name of PEC or Integrys
(as applicable), by its Chairman of the Board, its Vice Chairman, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Corporate Secretary or an Assistant
Corporate Secretary, and delivered to the Trustee.”
Section
105 (Notices, etc., to Trustee and PEC ) of the Indenture would be amended
by
deleting “or” after clause (1) thereof, by deleting the period after clause (2)
thereof and inserting “, or” in its place and by adding the following clause
(3):
“Integrys
by the
Trustee or by any Holder will be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to Integrys, addressed to it at 130 East Randolph Drive,
Chicago, Illinois, 60601, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by Integrys.”
Section
108 (Conflict with Trust Indenture Act) of the Indenture would be amended to
add
the following after the word “control”:
“Integrys
will
comply with Sections 701, 704, and 1009(a) hereof to the extent required by
the
Trust Indenture Act.”
Section
501(4) (Events of Default) of the Indenture would be amended to read as
follows:
“(4)
a default in
the performance, or breach, of any covenant of PEC or Integrys in this Indenture
(other than a covenant or warranty a default in performance of which or breach
of which is elsewhere in this Section specifically dealt with or which has
expressly been included in or pursuant to this Indenture solely for the benefit
of one or more series of Securities other than that series), and continuance
of
such default or breach for a period of 90 days after there has been given,
by
registered or certified mail, to PEC or Integrys, as applicable, by the Trustee,
or to PEC or Integrys, as applicable, and the Trustee by the Holders of at
least
33% in principal amount of the Outstanding Securities of that series, a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a ‘Notice of Default’ hereunder; or”
Section
704 (Reports by PEC) of the Indenture would be amended to read as follows:
“(1)
PEC, pursuant
to Section 314(a) of the Trust Indenture Act, shall file with the Trustee,
within 15 days after PEC is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which PEC may be required
to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or, if PEC is not required to
file
information, documents or reports pursuant to either of said sections, then
PEC
shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission under the Trust
Indenture Act, such of the supplementary and periodic information, documents
and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended, in respect of a security listed and registered on
a
national securities exchange as may be prescribed from time to time in such
rules and regulations.
(2)
Integrys,
pursuant to Section 314(a) of the Trust Indenture Act, shall file with the
Trustee, within 15 days after Integrys is required to file the same with the
Commission, copies of the annual reports and of the information, documents
and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
Integrys may be required to file with the Commission pursuant to Section 13
or
Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if
Integrys is not required to file information, documents or reports pursuant
to
either of said sections, then Integrys shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed
and
registered on a national securities exchange as may be prescribed from time
to
time in such rules and regulations.
(3)
PEC and, to the
extent required by the Trust Indenture Act, Integrys, shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such additional information, documents
and
reports with respect to compliance by PEC, or Integrys, as the case may be,
with
the conditions and covenants of this Indenture as may be required from time
to
time by such rules and regulations.
(4)
PEC and, to the
extent required by the Trust Indenture Act, Integrys, shall transmit, within
30
days after the filing thereof with the Trustee, to the Holders of Securities,
in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, such summaries of any information, documents and reports required to be
filed by PEC, or Integrys, as the case may be, pursuant to paragraphs (1),
(2)
and (3) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission.”
Section
901(1) (Supplemental Indentures without Consent of Holders) of the Indenture
would be amended to read as follows:
“(1)
to evidence
the succession of another Corporation to PEC or Integrys, as the case may be,
and the assumption by any such successor of the covenants of, respectively,
PEC
or Integrys herein and in the Securities and coupons; or”
In
order to
consent, a Holder should mail, hand deliver, send by overnight courier or by
facsimile or electronic transmission (in each case, confirmed by physical
delivery) a properly completed and duly executed Letter of Consent, and any
other required document, to the Information Agent at its address set forth
below.
All
questions or
requests for assistance or requests for additional copies of this Consent
Solicitation Statement and Prospectus and the Letter of Consent may be directed
to the Information Agent or the Solicitation Agent at their respective addresses
and telephone numbers set forth below. Beneficial owners may also contact their
broker, dealer, commercial bank or trust company for assistance concerning
the
Consent Solicitation.
The
Information
Agent for the Consent Solicitation is:
Global
Bondholder Services Corporation
65
Broadway - Suite
723
New
York, New York
10006
Attention:
Corporate Actions
Banks
and Brokers
Call: (212) 430-3774
Toll
Free: (866)
873-6300
|
By
Mail:
|
By
Overnight Courier:
|
By
Hand:
|
|
65
Broadway -
Suite 723
|
65
Broadway -
Suite 723
|
65
Broadway -
Suite 723
|
|
New
York, NY
10006
|
New
York, NY
10006
|
New
York, NY
10006
|
The
Solicitation
Agent for the Consent Solicitation is:
Banc
of
America Securities LLC
Hearst
Tower,
15th
Floor
214
North Tryon
Street
Charlotte,
North
Carolina 28255
Attention:
Liability Management Group
Toll
Free: (866)
475-9886
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
expenses of the
Registrant in connection with the distribution of the securities being
registered hereunder are set forth below and will be borne by the Registrant.
All expenses are estimated other than the SEC registration fee.
|
Securities
and Exchange Commission Registration Fee
|
|
$
|
34,775
|
|
|
Printing
Expenses
|
|
|
10,000
|
|
|
Accounting
Fees and Expenses
|
|
|
20,000
|
|
|
Legal
Fees
and Expenses
|
|
|
40,000
|
|
|
Soliciting
Agent Fees and Expenses
|
|
|
20,000
|
|
|
Miscellaneous
Expenses
|
|
|
5,000
|
|
| |
|
|
|
|
|
Total
Expenses
|
|
$
|
129,775
|
|
Item
15. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Pursuant
to the
Wisconsin Business Corporation Law and Article VI of the by-laws of Registrant,
directors and officers of Registrant are entitled to mandatory indemnification
from us against certain liabilities and expenses to the extent such officers
or
directors are successful on the merits or otherwise in connection with a
proceeding, unless it is determined that the director or officer breached
or
failed to perform his or her duties to Registrant and such breach or failure
constituted: (a) a willful failure to deal fairly with Registrant or its
shareholders in connection with a matter in which the director or officer
had a
material conflict of interest; (b) a violation of the criminal law unless
the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit (unless such profit is immaterial under the circumstances);
or
(d) willful misconduct. It should also be noted that the Wisconsin Business
Corporation Law specifically states that it is the policy of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
Registrant are not subject to personal liability to Registrant, its shareholders
or any person asserting rights on behalf of Registrant or its shareholders
for
certain breaches or failures to perform any duty resulting solely from their
status as directors or officers except in circumstances paralleling those
in
subparagraphs (a) through (d) outlined above.
The
indemnification
provided by the Wisconsin Business Corporation Law and our by-laws is not
exclusive of any other rights to which a director or officer may be entitled.
The general effect of the foregoing provisions may be to reduce the
circumstances under which an officer or director may be required to bear
the
economic burden of the foregoing liabilities and expenses.
The
indemnification
described above may be broad enough to cover liabilities under the Securities
Act of 1933. Officers and directors of Registrant would also be indemnified
by
the underwriters or agents for certain claims under the Securities Act of
1933
pursuant to the terms of
the
proposed form
of underwriting agreement and agency agreement filed herewith. Registrant
has
purchased insurance permitted by the Wisconsin Business Corporation Law on
behalf of its officers and directors which may cover liabilities under the
Securities Act of 1933.
Item
16. EXHIBITS
The
exhibits listed
in the accompanying Exhibit Index are filed or incorporated by reference
as part
of this registration statement.
Item
17. UNDERTAKINGS
a.
The undersigned
registrant hereby undertakes:
(1) to
file, during any
period in which offers or sales are being made, a post-effective amendment
to
this registration statement:
(i) to
include any
prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) to
reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the
information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement.
(iii) to
include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
provided,
however,
that paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
that are incorporated by reference in the registration statement;
and
provided,
however,
that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in
reports filed with or furnished to the Commission by the registrant pursuant
to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained
in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) that,
for the
purpose of determining any liability under the Securities Act of 1933, each
such
post-effective amendment shall be deemed to be a new registration statement
relating
to
the securities
offered therein, and the offering of such securities at the time shall be
deemed
to be the initial bona fide offering thereof.
(3) to
remove from
registration by means of a post-effective amendment any of the securities
being
registered which remain unsold at the termination of the offering.
(4) that,
for the
purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus
filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of
the registration statement as of the date the filed prospectus was deemed
part
of and included in the registration statement; and
(ii) Each
prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part
of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the
information required by Section 10(a) of the Securities Act of 1933 shall
be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the
securities in the registration statement to which the prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in
a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date.
(5) That,
for the
purpose of determining liability of a Registrant under the Securities Act
of
1933 to any purchaser in the initial distribution of the securities, each
undersigned Registrant undertakes that in a primary offering of securities
of an
undersigned Registrant pursuant to this registration statement, regardless
of
the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary
prospectus or prospectus of an undersigned Registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii) Any
free writing
prospectus relating to the offering prepared by or on behalf of an undersigned
Registrant or used or referred to by an undersigned Registrant;
(iii) The
portion of any
other free writing prospectus relating to the offering containing material
information about an undersigned Registrant or its securities provided by
or on
behalf of an undersigned Registrant; and
(iv) Any
other
communication that is an offer in the offering made by an undersigned Registrant
to the purchaser.
b.
The undersigned
registrant hereby undertakes, that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of
1934 that is incorporated by reference in this registration statement shall
be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be
the initial bona fide offering thereof.
c.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933
may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the
requirements of the Securities Act of 1933, the registrant certifies that
it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed
on its
behalf by the undersigned, thereunto duly authorized, in the City of Green
Bay,
State of Wisconsin, on February 14, 2007.
WPS
RESOURCES CORPORATION
By:
/s/
Larry L.
Weyers
Larry
L.
Weyers
Chairman,
President and
Chief
Executive
Officer
Pursuant
to the
requirements of the Securities Act of 1933, this Registration Statement has
been
signed below by the following persons in the capacities and on the dates
indicated.
|
Name
|
Capacity
|
| |
|
|
/s/
Larry
L. Weyers
Larry
L.
Weyers
|
Chairman,
President, Chief Executive Officer and Director*
|
| |
|
|
/s/
Joseph
P. O'Leary
Joseph
P.
O’Leary
|
Senior
Vice
President and Chief Financial Officer (Principal Financial
Officer)*
|
| |
|
|
/s/
Diane
L. Ford
Diane
L.
Ford
|
Vice
President-Controller and Chief Accounting Officer (Principal Accounting
Officer)*
|
| |
|
|
Ellen
Carnahan +
|
Director
|
|
Richard
A.
Bemis +
|
Director
|
|
Albert
J.
Budney, Jr. +
|
Director
|
|
Robert
C.
Gallagher +
|
Director
|
|
Kathryn
Hasselblad-Pascale +
|
Director
|
|
James
L.
Kemerling +
|
Director
|
|
John
C. Meng
+
|
Director
|
|
William
F.
Protz, Jr. +
|
Director
|
|
+By:
/s/
Larry
L. Weyers
Larry
L.
Weyers
Attorney-in-Fact*
|
|
*
Each of the above signatures is affixed as of February 14, 2007.
|
EXHIBIT
INDEX
|
|
Exhibit
Number
|
Document
Description
|
|
2
+
|
Agreement
and
Plan of Merger, dated as of July 8, 2006, by and among WPS Resources
Corporation, Wedge Acquisition Corp. and Peoples Energy Corporation
(incorporated by reference to Exhibit 2.1 to Current Report on
Form 8-K
dated July 8, 2006, filed July 11, 2006, [File No. 1-11337])
|
|
3
|
By-laws
(incorporated by reference to Exhibit 3.1 to Quarterly Report on
Form 10-Q
for the period ended March 31, 2004, filed May 6, 2004, [File No.
1-11337]).
|
|
4(a)
|
Restated
Articles of Incorporation (incorporated by reference to
Exhibit (3)(i).2 to Quarterly Report on Form 10-Q for the period
ended September 30, 2002, filed November 14, 2002 [File
No. 1-11337]).
|
|
4(b)
|
Indenture
of
Peoples Energy Corporation dated as of January 18, 2001, from Peoples
Energy Corporation to Bank One Trust Company National Association
(incorporated by reference to Exhibit 4(a) to Quarterly Report
on Form
10-Q of Peoples Energy Corporation for the period ended March 31,
2001,
filed May 15, 2001 [File No. 1-05540]).
|
|
4(c)
|
Form
of First
Supplemental Indentures to Indenture of Peoples Energy Corporation
dated
as of January 18, 2001.
|
|
4(d)
|
Form
of
Guaranty (included in Exhibit 4(c))
|
|
5
|
Opinion
of
Foley & Lardner LLP.
|
|
12
|
Computation
of Ratios of Earnings to Fixed Charges (incorporated by reference
to
Exhibit 12.1 to Annual Report on Form 10-K for the year ended
December 31, 2005, filed February 28, 2006 [File
No. 1-11337]).
|
|
23(a)
|
Consent
of
Independent Registered Public Accounting Firm for WPS Resources
Corporation.
|
|
23(b)
|
Consent
of
Independent Registered Public Accounting Firm for Peoples Energy
Corporation.
|
|
23(c)
|
Consent
of
Independent Registered Public Accounting Firm for Elwood Energy
LLC.
|
|
23(d)
|
Consent
of
Foley & Lardner LLP (included in Exhibit 5).
|
|
24
|
Powers
of
Attorney.
|
|
99
|
Form
of
Letter of Consent.
|
+
The disclosure letters and related schedules to the agreement are not being
filed herewith. The registrant agrees to furnish supplementally a copy of
any
such schedules to the Securities and Exchange Commission upon
request.