SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A AMENDMENT 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- --------------- 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 54307-9001 920-433-4901 Securities registered pursuant to Section 12(b) of the Act: - ----------------------------------------------------------- Title of Name of each exchange each class on which registered ---------- --------------------- WPS RESOURCES CORPORATION Common Stock, New York Stock Exchange $1 par value Rights to purchase New York Stock Exchange Common Stock pursuant to Rights Agreement dated December 12, 1996 -1- Securities registered pursuant to Section 12(g) of the Act: - ----------------------------------------------------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock held by nonaffiliates of - ----------------------------------------------------------------------------- the Registrant. - --------------- WPS RESOURCES CORPORATION $806,498,927 as of March 22, 1999 Number of shares outstanding of each class of common stock, as of December 31, - ------------------------------------------------------------------------------ 1998 - ---- WPS RESOURCES CORPORATION Common Stock, $1 par value, 26,551,405 shares DOCUMENTS INCORPORATED BY REFERENCE (1) Definitive proxy statement for the WPS Resources Corporation Annual Meeting of Shareholders on May 6, 1999 is incorporated into Parts I and III. -2- This Amendment 1 to the Form 10-K for WPS Resources Corporation for the fiscal year ended December 31, 1998 includes revised Financial Data Schedules (Exhibits 27.1 through 27.7) which have been adjusted as part of a restatement to reflect a pooling of interest transaction. -3- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WPS RESOURCES CORPORATION (Registrant) By /s/ L. L. Weyers -------------------------- L. L. Weyers Chairman, President, and Chief Executive Officer WPS Resources Corporation Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - ------------------------------------------------------------------------------ A. Dean Arganbright Director June 8, 1999 Michael S. Ariens Director Richard A. Bemis Director Daniel A. Bollom Director Clarence R. Fisher Director Robert C. Gallagher Director By /s/ L. L. Weyers Kathryn M. Hasselblad-Pascale Director -------------------------- James L. Kemerling Director L. L. Weyers Attorney-in-Fact* /s/ L. L. Weyers Principal Executive June 8, 1999 - ---------------------------------Officer and Director L. L. Weyers /s/ D. P. Bittner Principal Financial June 8, 1999 - ---------------------------------Officer D. P. Bittner /s/ D. L. Ford Principal Accounting June 8, 1999 - ---------------------------------Officer D. L. Ford * The required Powers of Attorney were filed with the original Form 10-K as Exhibit 24. -4- EXHIBITS 27.1 Financial Data Schedule for WPS Resources Corporation at and for the period ended December 31, 1996 27.2 Financial Data Schedule for WPS Resources Corporation at and for the period ended March 31, 1997 27.3 Financial Data Schedule for WPS Resources Corporation at and for the period ended June 30, 1997 27.4 Financial Data Schedule for WPS Resources Corporation at and for the period ended September 30, 1997 27.5 Financial Data Schedule for WPS Resources Corporation at and for the period ended December 31, 1997 27.6 Financial Data Schedule for WPS Resources Corporation at and for the period ended March 31, 1998 27.7 Financial Data Schedule for WPS Resources Corporation at and for the period ended June 30, 1998 -5-