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): July 10, 1997
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UPPER PENINSULA ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-17427 38-2817909
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification
of Incorporation) No.)
600 Lakeshore Drive, Houghton, Michigan 49931-5000
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (906) 487-5000
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ITEM 5. OTHER EVENTS.
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On July 10, 1997, Upper Peninsula Energy Corporation
("UPEN") and WPS Resources Corporation ("WPS") entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which the Company will be merged into WPS, with WPS
to be the surviving corporation (the "Merger"). As a result of
the Merger, all of the subsidiaries of UPEN, including Upper
Peninsula Power Company, will become subsidiaries of WPS.
The following is only a summary of certain terms of the
Merger and the Merger Agreement, and such summary is qualified in
its entirety by reference to the form of Merger Agreement which
is filed herewith and incorporated herein by reference.
Under the terms of the Merger Agreement, which has been
approved by the Boards of Directors of WPS and UPEN, each issued
and outstanding share of Common Stock, without par value, of UPEN
("UPEN Common Stock"), will be converted into the right to
receive nine tenths (0.9) of a share of common stock, par value
$1.00 per share, of WPS. Cash will be paid in lieu of fractional
shares. As of the close of business on July 10, 1997, there were
approximately 2.95 million shares of UPEN Common Stock issued and
outstanding.
The Merger has been structured to qualify as a tax free
reorganization, and to be accounted for as a "pooling of
interests." The consummation of the Merger is conditioned, among
other things, upon the receipt of opinions of counsel that the
Merger will qualify as a tax-free reorganization and assurances
from accountants that the Merger will qualify for "pooling of
interests" accounting treatment.
Following the effective time of the Merger, the Board
of Directors of WPS will be expanded from nine to ten members to
include one director designated by UPEN.
The Merger is subject to approval by the holders of the
UPEN Common Stock, the Securities and Exchange Commission and the
Federal Energy Regulatory Commission. The Merger is also subject
to the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Based upon optimal times for the receipt of the
required regulatory approvals, the Merger is currently
anticipated to be consummated in 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
1. Joint Press Release dated July 10, 1997 of WPS and
UPEN
2. Agreement and Plan of Merger dated as of July 10,
1997, between WPS Resources Corporation and Upper
Peninsula Energy Corporation
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SIGNATURE
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 thereunto duly
authorized.
UPPER PENINSULA ENERGY CORPORATION
/s/ Burton C. Arola
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Burton C. Arola
Vice President, Treasurer
and Secretary
Dated: July 17, 1997
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EXHIBIT INDEX
Exhibit Description
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1 Joint Press Release dated July 10, 1997
of WPS and UPEN
2 Agreement and Plan of Merger dated as of
July 10, 1997, between WPS Resources
Corporation and Upper Peninsula Energy
Corporation