UNITED STATES
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): |
November 28, 2006 |
WPS Resources Corporation
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-11337
|
39-1775292
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
700 North Adams Street, P.O. Box 19001, Green Bay, Wisconsin 54307-9001
|
| (Address of principal executive offices, including zip code) |
(920) 433-1727
|
| (Registrant’s telephone number) |
Not Applicable
|
| (Former name or former address, if changed since last report) |
_________________
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
| [ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
On
November 28, 2006, WPS Resources Corporation (the “Company”) agreed to sell
$300,000,000 aggregate principal amount of its 6.11% Junior Subordinated Notes Due 2066
(the “Junior Subordinated Notes”) in a public offering through J.P. Morgan
Securities Inc., Banc of America Securities LLC and Citigroup Global Markets Inc. The
closing for the sale of the Junior Subordinated Notes occurred on December 1, 2006. The
Junior Subordinated Notes are registered with the Securities and Exchange Commission on a
Registration Statement on Form S-3 (Registration No. 333-133194). In connection with the
offering of the Junior Subordinated Notes, final versions of the following are filed
herewith: (1) the Underwriting Agreement, dated November 28, 2006, by and among the
Company and J.P. Morgan Securities Inc. and Banc of America Securities LLC, for themselves
and as representatives of the other underwriters named therein; (2) the First Supplemental
Indenture, dated December 1, 2006, by and between the Company and U.S. Bank National
Association, as trustee, creating the Junior Subordinated Notes, including the form of
note; (3) the Replacement Capital Covenant (the “Covenant”) whereby the Company
agreed for the benefit of certain of its debtholders named therein that it would not
redeem or repurchase the Junior Subordinated Notes on or before December 1, 2036 unless
such repurchases or redemptions are made from the proceeds of the sale of specified
securities with equity-like characteristics that are the same as, or more equity-like
than, the applicable characteristics of the Junior Subordinated Notes at the time of such
redemption or repurchase; and (4) the opinion of Foley & Lardner LLP regarding certain
tax matters in connection with the issuance of the Junior Subordinated Notes.
The
foregoing description of the Junior Subordinated Notes, the Covenant and other documents
relating to this transaction does not purport to be complete and is qualified in its
entirety by reference to the full text of these securities and documents, forms or copies
of which are attached as exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
| |
(a) |
Financial
Statements of Business Acquired. |
| |
(b) |
Pro
Forma Financial Information. |
| |
(c) |
Shell
Company Transactions. |
| |
(d) |
Exhibits.
The following exhibits are being furnished herewith: |
| |
(1) |
Underwriting Agreement, dated November 28, 2006, by and among WPS Resources
Corporation and J.P. Morgan Securities Inc. and Banc of America Securities LLC,
for themselves and as representatives of the other underwriters named therein. |
| |
(4) |
First Supplemental Indenture, dated December 1, 2006, by and between WPS
Resources Corporation and U.S. Bank National Association, as trustee. |
| |
(8) |
Opinion of Foley & Lardner LLP, dated December 1, 2006, regarding certain
tax matters. |
| |
(99) |
Replacement Capital Covenant of WPS Resources Corporation, dated December 1,
2006. |
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.
|
|
|
WPS RESOURCES CORPORATION |
Date: December 1, 2006 |
By: /s/ Barth J. Wolf |
|
Barth J. Wolf |
|
Secretary and |
|
Manager-Legal Services |
WPS RESOURCES
CORPORATION
Exhibit Index to Form
8-K Dated November 28, 2006
Exhibits
| (1) |
Underwriting Agreement, dated November 28, 2006, by and among WPS Resources
Corporation and J.P. Morgan Securities Inc. and Banc of America Securities LLC,
for themselves and as representatives of the other underwriters named therein. |
| (4) |
First Supplemental Indenture, dated December 1, 2006, by and between WPS
Resources Corporation and U.S. Bank National Association, as trustee. |
| (8) |
Opinion of Foley & Lardner LLP, dated December 1, 2006, regarding certain
tax matters. |
| (99) |
Replacement Capital Covenant of WPS Resources Corporation, dated December 1,
2006. |