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: July 27, 1998
(Date of earliest event reported)
Commission Registrant; State of Incorporation IRS Employer
file number Address; and Telephone Number Identification No.
1-11337 WPS RESOURCES CORPORATION 39-1775292
(A Wisconsin Corporation)
700 North Adams Street
P.O. Box 19001
Green Bay, WI 53407-9001
920-433-1466
1-14347 WPSR CAPITAL TRUST I 39-6691804
(A Delaware Statutory Business Trust)
c/o WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, WI 53407-9001
920-433-1466
Item 5. Other Events
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(a) Underwriting Agreement. The Registrants have entered into
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an underwriting agreement with A.G. Edwards & Sons, Inc., Robert W. Baird &
Co. Incorporated and Legg Mason Wood Walker, Incorporated (the "Underwriting
Agreement") in connection with the offering of the 7.00% Trust Preserved
Securities (the "Trust Preferred Securities") of WPSR Capital Trust I (the
"Trust") and the Guarantees of WPS Resources Corporation ("WPSR") with respect
thereto, registered with the Securities and Exchange Commission on Form S-3
(Reg. Nos. 333-56737 and 333-56737-01). The Underwriting Agreement is filed
herewith as Exhibit 1.
(b) Amended and Restated Declaration of Trust. WPSR has entered
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into an Amended and Restated Declaration of Trust for the Trust (the
"Declaration") with State Street Bank and Trust Company, as Property Trustee,
First Union Trust Company, National Association, as Delaware trustee, and
Daniel P. Bittner and Ralph G. Baeten as Administrative Trustees, in
connection with the offering of the Trust Preferred Securities. A copy of the
Declaration is filed herewith as Exhibit 4.1.
(c) Indenture and First Supplemental Indenture. WPSR has
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entered into an Indenture and First Supplemental Indenture, both with State
Street Bank and Trust Company, as trustee, in connection with the issuance and
sale to the Trust of WPSR's 7.00% Junior Subordinated Deferrable Interest
Debenture due 2038. Copies of the Indenture and Supplemental Indenture are
filed herewith as Exhibits 4.2 and 4.3, respectively.
(d) Trust Preferred Securities Guarantee Agreement. WPSR has
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entered into a Trust Preferred Securities Guarantee Agreement (the
"Guarantee") with State Street Bank and Trust Company, as Guaranty Trustee, in
connection with the issuance of the Trust Preferred Securities.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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1 Underwriting Agreement dated as of July 27, 1998 among
WPSR Capital Trust I and WPS Resources Corporation and
A.G. Edwards & Sons, Inc., Robert W. Baird & Co.
Incorporated and Legg Mason Wood Walker Incorporated.
4.1 Amended and Restated Declaration of Trust dated as of
July 30, 1998 among WPS Resources Corporation as
sponsor, State Street Bank and Trust Company as
Administrative Trustee, First Union Trust Company,
National Association, as Delaware Trustee, and
Daniel P. Bittner and Ralph G. Baeten, as Administrative
Trustees.
4.2 Indenture dated as of July 30, 1998, between
WPS Resources Corporation and State Street Bank and Trust
Company, as trustee.
4.3 First Supplemental Indenture dated as of July 30,
1998, between WPS Resources Corporation and State
Street Bank and Trust Company, as trustee.
4.4 Trust Preferred Securities Guarantee Agreement dated
as of July 30, 1998, between WPS Resources Corporation
and State Street Bank and Trust Company, guarantee
trustee.
SIGNATURES
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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.
WPSR CAPITAL TRUST I
By: WPS Resources Corporation, Sponsor
By: /s/ Daniel P. Bittner
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Name: Daniel P. Bittner
Title: Vice President
WPS RESOURCES CORPORATION
By: /s/ Daniel P. Bittner
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Name: Daniel P. Bittner
Title: Vice President
Date: July 27, 1998
EXHIBIT INDEX
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Exhibit.
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1 Underwriting Agreement dated as of July 27, 1998 among WPSR
Capital Trust I and WPS Resources Corporation and A.G. Edwards
& Sons, Inc., Robert W. Baird & Co. Incorporated and Legg Mason
Wood Walker Incorporated.
4.1 Amended and Restated Declaration of Trust dated as of July 30,
1998 among WPS Resources Corporation as sponsor, State Street
Bank and Trust Company as Administrative Trustee, First Union
Trust Company, National Association, as Delaware Trustee, and
Daniel P. Bittner and Ralph G. Baeten as Administrative
Trustees.
4.2 Indenture dated as of July 30, 1998, between WPS Resources
Corporation and State Street Bank and Trust Company, as
trustee.
4.3 First Supplemental Indenture dated as of July 30, 1998, between
WPS Resources Corporation and State Street Bank and Trust
Company, as trustee.
4.4 Trust Preferred Securities Guarantee Agreement dated as of
July 30, 1998, between WPS Resources Corporation and
State Street Bank and Trust Company, as guarantee trustee.