SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 1994 ----------------- Wisconsin Public Service Corporation - - --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin - - --------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-3016 39-0715160 - - ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.) 700 North Adams Street, P. O. Box 19001, Green Bay, WI 54307 - - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 433-1445 ---------------- Not Applicable - - ------------------------------------------------------------------ (Former name or former address, if changed since last report) Page 1 of 4 Pages Index to Exhibits is on Page 4 ITEM 5. Other Events. - - ------- ------------- On September 1, 1994, Articles of Share Exchange implementing the Agreement and Plan of Share Exchange dated January 17, 1994 (the "Plan") between WPS Resources Corporation and Wisconsin Public Service Corporation were filed in the office of the Wisconsin Secretary of State. Pursuant to the Plan each outstanding share of Common Stock of Wisconsin Public Service Corporation was automatically exchanged as of that date for one share of Common Stock, $1 par value, of WPS Resources Corporation (the "Share Exchange"), and WPS Resources Corporation became the owner of all of the outstanding Common Stock of Wisconsin Public Service Corporation. The Plan had previously been approved by the holders of Wisconsin Public Service Corporation Common Stock at the annual meeting held May 5, 1994, and the regulatory approvals required for implementation of the Plan have been received from the Public Service Commission of Wisconsin, the Federal Energy Regulatory Commission, the Securities and Exchange Commission and the Nuclear Regulatory Commission. ITEM 7. Financial Statements and Exhibits. - - ------- ---------------------------------- (c) Exhibits. (2) Articles of Share Exchange as filed with the Wisconsin Secretary of State. -2- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WISCONSIN PUBLIC SERVICE CORPORATION /s/ R. H. Knuth By:___________________________________ R. H. Knuth Assistant Vice President-Secretary Date: September 1, 1994 -3- EXHIBIT INDEX ------------- Exhibit Page - - ------- ---- (2) Articles of Share Exchange as 1 filed with the Wisconsin Secretary of State. -4-